I if  AL. 

Must  remain  on  file. 


Univ.of  ill.  Library 
51 

3/jT^ 


ALLIED  PACKERS,  INCORPORATED, 

AND 

THE  EQUITABLE  TRUST  COMPANY  OF  NEW  YORK, 

Trustee. 


®ruHt  Snimttur? 

Dated  July  1,  1919. 


$25,000,000  TWENTY- YEAR  CONVERTIBLE  SINKING  FUND 
SIX  PER  CENT  DEBENTURE  BONDS. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/alliedpackersinc00alli_0 


TABLE  OF  CONTENTS* 


PAGE 

Parties  1 

Recitals : 

Authorization  of  bonds  by  Company 1 

Place  of  Payment  1 

Bonds  to  be  redeemable  and  convertible 1 

Form  of  Bond  2 

Form  of  interest  coupon  5 

Form  of  Trustee’s  certificate 5 

Performance  of  conditions  5 

Consideration  5 

Purpose  of  Indenture  6 

ARTICLE  ONE. 

Form,  Execution,  Delivery  and  Registration  of  Bonds. 

Sec.  1.  Text  of  bonds  (i 

Denomination  and  numbering  6 

Aggregate  amount  6 

Execution  of  bonds  6 

Authentication  of  bonds  by  Trustee 6 

Execution  by  former  officers  adopted  6 

Authentication  of  coupons  6 

Effect  of  Trustee’s  authentication  7 

Cancellation  of  coupons  before  authentication  ....  7 

Ownership  of  bonds  and  coupons  7 

Sec.  2.  Temporary  bonds  7 

Place  of  payment  8 

Exchange  for  definitive  bonds  8 

Sec.  3.  Replacing  bonds,  mutilated,  destroyed  or  lost 8 

Sec.  4.  Registration  and  transfer  books  to  be  kept  8 

Registration  and  transfer  of  bonds  9 

Coupons  remain  negotiable  9 


* The  Table  of  Contents,  the  marginal  notes  and  the  article  and  section 
numbering  appearing  at  the  tops  of  the  pages  are  not  in  the  Trust  Inden- 
ture as  executed. 


ii 

ARTICLE  TWO. 

Issuance  of  Bonds. 

PAGE 

Sec.  1.  $16,000,000  bonds  issuable  upon  delivery  of 

Indenture  9 

Sec.  2.  $9,000,000  bonds  reserved  10 

Restrictions  governing  issuance  of  reserved  bonds. ...  10 

Quick  assets  to  equal  one  and  one-half  times  current 

liabilities  10 

Net  quick  assets  to  equal  one-half  amount  of  out- 
standing bonds  and  bonds  to  be  issued 10 

Net  earnings  to  equal  twice  annual  bond  interest 

charges  10 

Term  “Quick  Assets  of  the  Company”  defined 10 

Term  “Current  Liabilities  of  the  Company”  defined.  11 
Term  “Net  Quick  Assets  of  the  Company”  defined.  . 11 

Term  “Net  Earnings  of  the  Company”  defined....  11 
Term  “Annual  Bond  Interest  Charges”  defined.  ...  12 
Terms  “Subsidiary”  and  “Subsidiary  Company” 

defined  12 

Term  “Controlled  Company”  defined  13 

Sec.  3.  Provisions  governing  authentication  of  bonds 13 

Certified  resolution  of  Board  of  Directors  or  Execu- 
tive Committee  to  be  delivered  to  Trustee  ....  13 

Certificate  to  be  delivered  to  Trustee  13 

Contents  of  certificate  13 

Certificate  of  certified  public  accountant  to  be  delivered 

to  Trustee  13 

Sec.  4.  Sale  of  reserved  bonds  for  cash  14 

Price  . 14 

Compensation  to  bankers  or  syndicates 14 

Net  proceeds  of  sale  to  be  deposited  and  contract 

therefor  delivered  to  Trustee  14 

Authentication  and  delivery  14 

Application  of  net  proceeds  of  sale  by  Trustee  ....  14 

Sec.  5.  Trustee  entitled  to  rely  upon  documents  furnished 

by  Company  14 

Trustee  may  make  further  inquiry  14 

Trustee  may  be  compelled  to  accept  certificate  ....  15 


iii 

ARTICLE  THREE. 

Particular  Covenants  of  the  Company. 

page 

Sec.  1.  Covenant  to  pay  principal  and  interest  15 

— without  deduction  for  taxes  (other  than  Federal 

income  taxes)  15 

Interest  payable  only  on  presentation  of  coupons.  . 15 

Sec.  2.  Covenant  to  maintain  office  or  agency  in  City  of 

New  York  16 

Sec.  3.  Covenant  to  maintain  franchises  and  properties  ...  16 

— and  to  pay  taxes  16 

Sec.  4.  Covenant  to  use  all  lawful  powers  so  that  subsidiary 

companies  shall:  16 

(a)  preserve  corporate  organization  17 

(b)  pay  all  taxes  and  claims  for  labor  or  materials.  17 

(c)  keep  property  in  repair  17 

(d)  not  increase  the  amount  of  capital  stock  unless 

pro  rata  part  acquired  by  company  17 

Controlled  companies  to  be  continued  as  such 17 

Sec.  5.  Covenant  not  to  mortgage  or  pledge  property  except 

as  stated  17 

In  case  of  breach  of  covenant  bonds  to  have  prior 

lien  18 

Sec.  6.  Covenant  not  to  permit  subsidiaries  to  mortgage  or 

pledge  property  except  as  stated 19 

Sec.  7.  Covenant  as  to 

— (a)  Ratio  of  quick  assets  to  current  liabilities...  19 

— (b)  Ratio  of  net  quick  assets  to  principal  amount 

of  outstanding  bonds  19 

Covenant  to  file  with  Trustee  consolidated  balance 
sheet  and  statement  of  quick  assets  and  lia- 
bilities   19 

•Sec.  8.  Covenant  to  reimburse  bondholders  for  Pennsyl- 
vania taxes  (except  succession  or  inheritance 
taxes)  20 


iv 

PAGE 

Sec.  9.  Covenant  to  reimburse  bondholders  for  Massachu- 
setts income  taxes  not  exceeding  6 per  cent, 
per  annum  21 

ARTICLE  FOUR. 

Redemption  of  Bonds. 

Sec.  1.  Bonds  redeemable  at  option  of  Company  21 

Publication  of  Notice  of  Election  21 

Contents  of  notice  22 

Notice  by  mail  22 

Bonds  become  due  on  redemption  date 22 

Sec.  2.  Termination  of  trust  on  deposit  of  amount  neces- 
sary to  redeem  and  on  provision  to  insure  notice.  22 

Application  of  deposited  moneys  23 

Disposition  of  unclaimed  moneys  23 

Sec.  3.  Redeemed  bonds  to  be  cancelled  23 

ARTICLE  FIVE. 

Sinking  Fund. 

Sec.  1.  Creation  of  sinking  fund  23 

Company  may  deliver  bonds  to  Trustee  in  lieu  of 

money  24 

Company  may  exceed  sinking  fund  requirements.  . 24 

Converted  bonds  to  be  credited  against  sinking  fund 

obligations  24 

Sec.  2.  Sinking  fund  to  be  applied  to  purchase  of  bonds  . . 24 

Moneys  not  applied  to  purchase  of  bonds  to  be  applied 

to  redemption  thereof 25 

Manner  of  effecting  such  redemption  25 

Sec.  3.  Sinking  fund  security  for  bonds  25 

— until  bonds  designated  for  redemption  25 

Repayment  to  Company  upon  conversion  of  desig- 
nated bonds  26 

Sec.  4.  Bonds  purchased  or  redeemed  from  sinking  fund  to 

be  cancelled  26 


V 


ARTICLE  SIX. 

PAGE 

Conversion  of  Bonds  into  Common  Stock. 

Sec.  1.  Bonds  may  be  converted  into  common  stock  of 

Company  26 

Rate  of  conversion 26 

Notice  of  election  to  convert 26 

Notice  to  constitute  contract  with  Company  26 

Sec.  2.  Stock  certificates  to  be  issued  on  conversion  of  bonds.  27 

Payment  of  stock  taxes,  if  any  27 

Sec.  3.  Right  of  conversion  suspended  by  closing  stock 

transfer  book  27 

— and  cut  off  30  days  prior  to  redemption 27 

Sec.  4.  Cash  adjustment  of  interest  and  dividends  28 

Method  of  determining  cash  adjustment  28 

Current  rate  of  dividends,  defined  28 

Date  of  conversion  defined  28 

Sec.  5.  Covenant  to  provide  stock  for  conversion  require- 
ments   29 

Sec.  6.  Bonds  surrendered  for  conversion  to  be  cancelled. . . 29 

Sec.  7.  Right  to  convert  bonds  into  subsequently  authorized 
common  stock  sold  or  offered  by  Company  at  a 

price  less  than  $77  per  share 29 

Notice  to  bondholders  29 

Rate  of  conversion  29 

Contents  of  notice  30 

Company  to  have  right  to  purchase  fractions  of 

shares  at  conversion  price 30 

Company  to  deliver  full  shares  where  aggregate 

fractions  equal  full  shares  30 

Excess  fractions  to  be  purchased  by  Company  at 

conversion  price  30 

No  right  to  convert  bonds  into  stock  issued  in  ex- 
change for  property  30 

— provided  value  of  property  fixed  at  true  value  and 

value  of  stock  fixed  at  market  price 31 


vi 


ARTICLE  SEVEN. 

Remedies  of  Trustee  and  Bondholders. 


Sec.  1. 


Sec.  2. 


Sec.  3. 
Sec.  4. 

Sec.  5. 


Sec.  6. 


Sec. 


PAGE 


Events  of  default: 

— non-payment  of  interest  on  the  bonds 

— non-payment  of  instalment  of  sinking  fund .... 

— non-observance  of  covenants  

— non-payment  of  Matthews-Laing,  Ltd.,  bonds... 
— adjudication  of  bankruptcy  or  appointment  of  a 

receiver  

— voluntary  bankruptcy  or  assignment  for  creditors. 

Declaration  of  maturity  of  bonds 

Waiver  of  default  

On  default  in 

— payment  of  interest  

— or  of  principal  

— company  covenants  to  pay  Trustee  whole  amount 

due  

Trustee  may  sue  

Trustee  may  bring  action  without  production  of 

bonds  or  coupons  

Application  of  moneys  collected: 

— payment  of  costs  and  expenses 

— payment  on  bonds  and  coupons 

Majority  of  bondholders  may  require  waiver  of  any  de- 
fault except  

— in  covenant  for  conversion  

— in  payment  of  principal  

— in  payment  of  interest  unless  prior  to  waiver  all 

arrears  paid  

Trustee  only  to  have  right  of  action 

— unless  Trustee  refuses  to  bring  action 

— exception  in  case  of  action  for  payment  of  bonds 

matured  

— except  in  case  of  action  to  enforce  right  of  con- 
version   


31 

31 

31 

31 


32 

32 

32 


33 

33 

33 

33 

34 

34 

34 

34 

34 

34 

35 
35 
35 

35 

36 


vii 

PAGE 

Sec.  8.  Delay  not  a waiver  of  default 36 

Sec.  9.  Parties  having  rights  under  Indenture 36 

Sec.  10.  Obligations  under  Indenture  and  Bonds  are  solely 

corporate  36 

Sec.  11.  Company  to  waive  all  rights  under  stay  or  extension 

laws  37 

ARTICLE  EIGHT. 

Concerning  the  Trustee. 

Sec.  1.  Conditions  of  acceptance  of  trust: 

— compensation  of  Trustee  37 

— may  assume  no  default  exists  until  notified 38 

— not  required  to  act  unless  indemnified 38 

— not  required  to  act  unless  requested  by  25  per  cent 

of  bondholders  38 

— discretion  not  affected  38 

— protected  in  acting  upon  authority  believed  to 

be  genuine  38 

— not  liable  except  for  wilful  misconduct  or  gross 

negligence  38 

— action  to  be  conclusive  upon  future  holders  ....  39 

— recording,  registering  and  filing  unnecessary  ....  39 

— Trustee  may  accept  as  conclusive  certificate  under 

corporate  seal  39 

— Trustee  to  be  reimbursed  and  indemnified ......  39 

— to  have  prior  lien  for  compensation,  expenses 

and  damages  39 

— limitations  upon  liability  39 

— right  to  deal  in  bonds  39 

— Trustee  to  pay  interest  on  moneys  held  by  it  only 

under  special  agreement  40 

— protected  in  acting  on  advice  of  counsel  40 

Sec.  2.  Trustee  may  resign  after  giving  notice  40 

Sec.  3.  Removal  of  Trustee  40 


viii 


PAGE 

Sec.  4.  Appointment  of  successor  Trustee: 

— by  bondholders  40 

— by  Company  40 

Qualification  of  successor  Trustee  41 

Notice  of  appointment  by  Company  41 

Bondholders’  appointee  to  supersede  Company’s  ap- 
pointee   41 

Sec.  5.  Successor  Trustee  shall  accept  appointment  in 

writing  41 

Sec.  6.  Proof  of  holding,  amount,  and  number  of  bonds.  41 

Sec.  7.  Merger  or  consolidation  of  Trustee  or  successors.  42 

Sec.  8.  “The  Trustee”  defined  42 

ARTICLE  NINE. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority. 

Form  of  Instruments  to  be  executed  by  bondholders  42 

Proof  of  execution  42 

Proof  of  amount,  numbers,  dates  and  ownership 

of  bonds  43 

ARTICLE  TEN. 

Consolidation,  Merger  and  Sale. 

Sec.  1.  Consolidation  or  merger  43 

Sale  on  condition  43 

Sec.  2.  Effect  of  consolidation,  merger  or  sale  44 

Sec.  3.  Term  “Company”  to  include  successor  corporations.  44 

Sec.  4.  Company  may  surrender  powers  conferred  44 

ARTICLE  ELEVEN. 

Cancellation  op  this  Indenture. 

Sec.  1.  Termination  of  Indenture  when  all  bonds  paid  or 

converted  44 

Sec.  2.  Payment  to  Trustee  for  benefit  of  holders  45 

Testimonium  46 

Signatures  and  seals 46 

Acknowledgments  47 

Acknowledgments  48 


Parties. 


Indenture,  dated  the  first  day  of  July,  in  the 
year  nineteen  hundred  and  nineteen,  between  Allied  Pack- 
ers, Incorporated,  a corporation  organized  and  existing  un- 
der the  laws  of  the  State  of  Delaware  (hereinafter  called  the 
Company),  party  of  the  first  part,  and  The  Equitable  Trust 
Company  of  New  York,  a corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of  New  York  (hereinafter 
called  the  Trustee) , party  of  the  second  part. 

Whereas  the  Company,  for  its  corporate  purposes,  by  appro- 
priate  resolutions  of  its  board  of  directors  and  of  its  stockholders,  company, 
duly  adopted  at  meetings  regularly  called  and  held  according  to 
law,  has  determined  to  make  an  issue  of  bonds  in  the  aggregate 
principal  amount  of  $25,000,000,  to  be  known  as  its  Twenty-Year 
Convertible  Sinking  Fund  Six  Per  Cent.  Debenture  Bonds,  the 
definitive  bonds  to  be  coupon  bonds,  registrable  as  to  principal,  of 
the  denomination  of  $1,000  each,  to  be  dated  July  1,  1919,  to  be 
payable  July  1,  1939,  to  bear  interest  from  July  1,  1919,  at  the 
rate  of  six  per  centum  per  annum,  payable  semi-annually  on  the 
first  day  of  January  and  the  first  day  of  July  in  each  year,  to 
be  payable  as  to  principal  at  the  office  or  agency  of  the  Company,  in 
the  Borough  of  Manhattan,  in  the  City  of  New  York,  in  the  State  of  payment. 
New  York,  and  as  to  interest  at  said  office  or  agency  or  (at  the  option 
of  the  holder  or  registered  owner),  at  the  office  of  Montreal  Trust 
Company,  in  the  City  of  Montreal,  Canada,  to  be  payable  both 
as  to  principal  and  interest  in  gold  coin  of  the  United  States  of 
America,  of  or  equal  to  the  standard  of  weight  and  fineness  as 
it  existed  on  July  1,  1919,  and  both  as  to  principal  and 
interest  without  deduction  for  any  tax  or  taxes  (other  than  Fed- 
eral income  taxes  in  excess  of  two  per  cent.)  which  the  Company 
or  the  Trustee  may  be  required  to  pay  thereon  or  to  retain  there- 
from, under  any  present  or  future  law  of  the  United  States  of 
America,  or  of  any  state,  county,  municipality  or  other  taxing 
authority  therein;  and 


Whereas  said  bonds  are  to  be  redeemable,  in  whole  or  in  part,  Bonds  to  be 

7 1 7 redeemable  and 

at  the  option  of  the  Company,  in  the  manner  and  at  the  price  convertible, 
hereinafter  provided,  and  are  to  be  convertible,  at  the  option 


2 


Form 

Bond. 


of 


of  the  holder  or  registered  owner,  upon  the  terms  hereinafter 
set  forth,  into  the  common  stock  of  the  Company  at  the  rate 
of  thirteen  shares  of  common  stock  for  $1,000  principal  amount 
of  bonds. 

Whereas  the  bonds  so  to  be  issued  (which  are  hereinafter 
termed  the  Bonds),  and  the  coupons  for  interest  to  be  thereto  at- 
tached, and  the  certificate  of  authentication  by  the  Trustee  to  be 
endorsed  on  the  Bonds,  are  to  be  respectively  in  substantially  the 
following  forms: 

[form  of  bond.] 

No.  $1,000 

UNITED  STATES  OF  AMERICA 

State  of  Delaware 
ALLIED  PACKERS,  INCORPORATED 

Twenty -Year  Convertible  Sinking  Fund  Six  Per  Cent. 

Debenture  Bond. 

Allied  Packers,  Incorporated,  a Delaware  corporation 
(hereinafter  called  the  Company),  for  value  received,  hereby 
promises  to  pay  to  the  bearer  or,  if  this  bond  be  registered,  to  the 
registered  holder  hereof,  on  the  first  day  of  July,  1939,  at  the 
office  or  agency  of  the  Company,  in  the  Borough  of  Manhattan, 
in  the  City  of  New  York,  the  sum  of  one  thousand  dollars,  in  gold 
coin  of  the  United  States  of  America,  of  or  equal  to  the  standard 
of  weight  and  fineness  as  it  existed  on  July  1,  1919,  and  to  pay 
interest  thereon  from  July  1,  1919,  at  said  office  or  agency  or  (at 
the  option  of  the  holder  or  registered  owner),  at  the  office  of  Mon- 
treal Trust  Company,  in  the  City  of  Montreal,  Canada,  in  like  gold 
coin,  at  the  rate  of  six  per  cent,  per  annum,  at  said  office  or  agency, 
semi-annually  on  the  first  day  of  January  and  the  first  day  of  July 
in  each  year,  but  only  upon  presentation  and  surrender  of  the  cou- 
pons hereto  annexed  as  they  shall  severally  mature. 

Both  the  principal  and  interest  of  this  bond  are  payable  with- 
out deduction  for  any  tax  or  taxes  (other  than  Federal  income 
taxes  in  excess  of  two  per  cent.)  which  the  Company  or  the 


3 


Trustee  under  the  Indenture  hereinafter  mentioned  may  be  re- 
quired to  pay  thereon  or  to  retain  therefrom  under  any  present 
or  future  law  of  the  United  States  of  America,  or  of  any  state, 
county,  municipality  or  other  taxing  authority  therein. 

This  bond  is  one  of  an  authorized  issue  of  bonds  of  the  aggre- 
gate principal  amount  of  $25,000,000,  known  as  the  Twenty- 
Year  Convertible  Sinking  Fund  Six  Per  Cent.  Debenture  Bonds 
of  the  Company,  issued  and  to  be  issued  under  an  Indenture, 
dated  July  1,  1919,  between  the  Company  and  The  Equitable  Trust 
Company  of  New  York,  Trustee,  to  which  reference  is  hereby 
made  for  a statement  of  the  rights  of  the  holders  or  registered 
owners  of  the  bonds  issued  thereunder.  Except  as  provided  in 
said  Indenture,  all  rights  of  action  on  this  bond  and  the  coupons 
hereto  appertaining  are  vested  exclusively  in  the  Trustee. 

The  bonds  of  said  issue  are  subject  to  redemption,  in  whole 
or  in  part,  at  the  option  of  the  Company,  on  any  interest  date, 
on  at  least  sixty  days’  prior  notice  by  publication,  as  provided  in 
said  Indenture,  at  the  face  value  thereof  and  accrued  interest,  plus 
a premium  of  ten  per  cent.  The  bonds  are  subject  to  like  re- 
demption by  operation  of  the  sinking  fund  provided  for  in  said 
Indenture. 

At  the  option  of  a holder  or  registered  owner,  this  bond  may 
be  converted,  under  conditions  and  regulations  prescribed  in  said 
Indenture,  at  any  time  prior  to  maturity  (except  when  the  books 
for  the  transfer  of  the  common  stock  of  the  Company  are  closed, 
and  except  that  in  the  case  of  bonds  called  for  redemption  the 
right  of  conversion  shall  expire  thirty  days  prior  to  the  date  fixed 
for  redemption)  into  thirteen  shares  of  the  common  stock  of  the 
Company,  as  its  common  stock  shall  be  constituted  at  the  time 
of  such  conversion,  with  a cash  adjustment  of  accrued  interest  and 
dividends  as  provided  in  said  Indenture. 

In  case  an  event  of  default  as  defined  in  said  Indenture  shall 
happen,  the  principal  of  the  bonds  may  become  or  be  declared 
due  and  payable  in  the  manner  and  with  the  effect  provided  in 
said  Indenture. 

This  bond  shall  pass  by  delivery  unless  registered  in  the  name 
of  the  owner  at  the  office  or  agency  of  the  Company  in  said 
Borough  of  Manhattan,  such  registration  being  noted  hereon  by 


4 


the  Company.  After  such  registration,  no  transfer  shall  be  valid 
unless  made  at  said  office  or  agency  by  the  registered  owner  in 
person  or  by  attorney  duly  authorized  and  similarly  noted  hereon; 
but  this  bond  may  be  discharged  from  registration  by  being  in 
like  manner  transferred  to  bearer,  and  thereupon  transferability 
by  delivery  shall  be  restored ; and  this  bond  may  again,  from  time 
to  time,  be  registered  or  transferred  to  bearer  as  before.  Such  reg- 
istration, however,  shall  not  affect  the  negotiability  of  the  coupons, 
which  shall  continue  to  be  payable  to  bearer  and  transferable  by 
delivery  merely,  and  payment  thereof  to  bearer  shall  fully  dis- 
charge the  Company  in  respect  of  the  interest  therein  mentioned, 
whether  or  not  the  bond  be  registered. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or 
interest  of  this  bond  or  any  part  thereof,  or  for  any  claim  based 
hereon  or  otherwise  in  respect  hereof  or  of  the  indebtedness  repre- 
sented hereby  or  by  the  coupons  appertaining  hereto  or  of  said  In- 
denture, against  any  incorporator,  stockholder,  officer  or  director, 
as  such,  past,  present  or  future,  of  the  Company  or  of  any  suc- 
cessor corporation,  either  directly  or  through  the  Company  or 
any  successor  corporation,  whether  by  virtue  of  any  constitu- 
tional provision,  statute,  or  rule  of  law  or  by  the  enforcement 
of  any  assessment  or  otherwise,  all  such  liability  being  by  the 
acceptance  hereof  and  as  part  of  the  consideration  hereof  expressly 
released,  as  provided  in  said  Indenture. 

This  bond  shall  not  be  valid  or  become  obligatory  for  any 
purpose  until  it  shall  have  been  authenticated  by  the  Certificate 
of  the  Trustee  under  said  Indenture  hereon  endorsed. 

In  witness  whereof,  said  Allied  Packers,  Incorporated,  has 
caused  this  bond  to  be  signed  in  its  name  by  its  President  or  one 
of  its  Vice-Presidents  and  its  corporate  seal  to  be  hereunto  affixed 
and  to  be  attested  by  its  Secretary  or  one  of  its  Assistant  Secre- 
taries, and  coupons  for  said  interest  to  be  attached  hereto,  bearing 
the  facsimile  signature  of  its  Treasurer,  all  as  of  the  first  day  of 
July,  1919. 

Allied  Packers,  Incorporated, 
by 

Vice-President. 

Attest : 

Assistant  Secretary.  , 


6 


[form  of  interest  coupon.] 


$30 

, 19  , unless  the  bond 


Form  oC 
interest 
coupon. 


No. 


On  the  first  day  of 


hereinafter  mentioned  shall  be  called  for  previous  redemption, 
Allied  Packers,  Incorporated,  at  its  office  or  agency  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York,  or  (at  the  option  of  the 
holder),  at  the  office  of  Montreal  Trust  Company,  in  the  City  of 
Montreal,  Canada,  will  pay  to  bearer  thirty  dollars,  United  States 
gold  coin,  without  deduction  for  taxes  (other  than  Federal  income 
taxes  in  excess  of  two  per  cent. ) , being  six  months’  interest  then  due 
on  its  Twenty-Year  Convertible  Sinking  Fund  Six  Per  Cent.  Deben- 
ture Bond  No. 


Treasurer. 


Form  of 
Trustee’s 
certificate. 


[form  of  trustee’s  certificate.] 


This  is  one  of  the  bonds  described  in  the  within-mentioned 
Indenture. 


The  Equitable  Trust  Company  of  New  York,  Trustee, 
by 


And  Whereas  the  Company  has  determined  to  execute  an  in-  performance 

1 J of  conditions 

denture  in  the  form  of  this  Indenture,  and  all  requirements  of  law 
relating  to  the  authorization  of  the  issuance  and  sale  of  bonds  con- 
vertible into  common  stock,  as  in  this  Indenture  provided,  have 
been  complied  with,  and  all  things  necessary  to  make  the  Bonds, 
when  authenticated  by  the  Trustee  and  issued  under  this  Inden- 
ture, the  valid,  binding  and  legal  obligations  of  the  Company,  and 
to  make  this  Indenture  a valid,  binding  and  legal  agreement, 
have  been  done  and  performed: 

Now,  THEREFORE,  THIS  INDENTURE  WITNESSETH,  that,  for  and  Consideration, 
in  consideration  of  the  premises  and  of  the  acceptance  or  pur- 
chase of  the  Bonds  by  the  holders  and  registered  owners  thereof, 
and  of  the  sum  of  one  hundred  dollars,  lawful  money  of  the 
United  States  of  America,  to  it  paid  by  the  Trustee  at  or  before 


ARTICLE  ONE 
Section  1. 


0 


Purpose  of 
Indenture. 


Text  of  Bonds. 


Denomination 
and  numbering. 


A sb  refute 
amount. 


Execution 
of  Bonds 


Authentication 
of  Bonds  by 
Trustee. 


Execution  by 
former  officers 
adopted. 


Authentication 
of  coupons. 


the  ensealing  and  delivery  of  these  presents,  the  receipt  whereof 
is  hereby  acknowledged,  the  Company  covenants  and  agrees  with 
the  Trustee,  for  the  equal  benefit  of  all  present  and  future  holders 
and  registered  owners  of  the  Bonds  and  of  the  coupons  thereto 
appertaining,  without  preference,  priority  or  distinction  of  any  of 
the  Bonds  over  any  of  the  others  by  reason  of  priority  in  time  of 
issue  or  negotiation  thereof,  or  otherwise,  as  follows: 

ARTICLE  ONE. 

Form,  Execution,  Delivery  and  Registration  of  Bonds. 

Section  1.  The  Bonds  and  the  interest  coupons  appertain- 
ing thereto  shall  be  substantially  of  the  tenor  and  purport  above 
recited.  The  definitive  Bonds  shall  be  in  the  denomination  of  one 
thousand  dollars  each,  and  shall  be  numbered  consecutively  from 
1 upwards.  The  aggregate  principal  amount  of  all  the  Bonds  which 
may  be  issued  and  outstanding  under  this  Indenture  at  any  one 
time  shall  not  exceed  $25,000,000.  The  Bonds  shall  be  executed 
in  the  name  and  on  behalf  of  the  Company  by  its  President  or 
one  of  its  Vice-Presidents  and  its  corporate  seal  shall  be  there- 
unto affixed  and  shall  be  attested  by  its  Secretary  or  one  of  its 
Assistant  Secretaries.  The  Bonds  shall  then  be  delivered  to  the 
Trustee  for  authentication  by  it,  and  thereupon,  as  provided  in 
Article  Two  hereof  and  not  otherwise,  the  Trustee  shall  authenti- 
cate and  deliver  the  same.  In  case  the  officers  who  shall  have 
signed  any  of  the  Bonds  shall  cease  to  be  such  officers  of  the 
Company  before  the  Bonds  so  signed  shall  have  been  actually 
authenticated  and  delivered  by  the  Trustee,  such  Bonds  may, 
nevertheless,  be  adopted  by  the  Company  and  be  issued,  authen- 
ticated and  delivered,  as  though  the  persons  who  signed  such 
Bonds  had  not  ceased  to  be  such  officers  of  the  Company;  and  also 
any  Bonds  may  be  signed  on  behalf  of  the  Company  by  such 
persons  as  at  the  actual  time  of  the  execution  of  such  Bonds  shall 
be  the  proper  officers  of  the  Company,  although  at  the  date  of 
such  Bonds  such  persons  may  not  have  been  such  officers  of  the 
Company.  The  coupons  to  be  attached  to  the  Bonds  shall  be  au- 
thenticated by  the  facsimile  signature  of  the  present  treasurer  or 


7 


ARTICLE  ONE 
Sections  1,  2. 


of  any  future  treasurer  of  the  Company,  and  the  Company  may 
adopt  and  use  for  that  purpose  the  signature  of  any  person 
who  shall  have  been  such  treasurer,  notwithstanding  the  fact 
that  he  may  have  ceased  to  be  such  treasurer  at  the  time  when 
the  Bonds  shall  be  actually  authenticated  and  delivered.  Only 
such  of  the  Bonds  as  shall  bear  thereon  endorsed  a certificate 
substantially  in  the  form  hereinbefore  recited,  executed  by  the 
Trustee,  shall  be  issued  under  this  Indenture  or  entitled  to  any 
right  or  benefit  hereunder,  and  such  authentication  by  the  Trustee 
of  any  such  Bond  executed  on  behalf  of  the  Company  as  afore- 
said shall  be  conclusive  evidence  that  the  Bond  so  authenticated 
has  been  duly  authenticated  and  delivered  hereunder  and  that  the 
holder  is  entitled  to  the  benefit  of  the  trusts  hereby  created.  Be- 
fore authenticating  or  delivering  any  Bond,  all  coupons  thereto 
appertaining  then  matured  shall  be  cut  off  and  cancelled  by  the 
Trustee  and  delivered  to  the  Company.  The  Company  and  the 
Trustee  may  deem  and  treat  the  bearer  of  any  Bond  which  shall 
not  be  registered  as  to  principal,  and  the  bearer  of  any  coupon  for 
interest  on  any  Bond,  whether  such  Bond  shall  have  been  so  reg- 
istered or  not,  as  the  absolute  owner  of  such  Bond  or  coupon  for 
the  purpose  of  receiving  payment  thereof  and  for  all  other  pur- 
poses whatsoever,  and  the  Company  and  the  Trustee  shall  not  be 
affected  by  any  notice  to  the  contrary.  The  Company  and  the 
Trustee  may  deem  and  treat  the  registered  owner  of  any  Bond 
which  has  been  registered  as  to  principal  as  the  absolute  owner 
of  such  Bond  for  all  purposes  except  the  payment  of  coupons,  and 
the  Company  and  the  Trustee  shall  not  be  affected  by  any  notice 
to  the  contrary. 

Section  2.  Until  the  definitive  Bonds  shall  be  prepared,  the 
Company  may  execute  and,  upon  the  request  of  the  Company,  the 
Trustee  shall  authenticate  and  deliver,  in  lieu  of  definitive  Bonds 
and  subject  to  the  same  provisions,  limitations  and  conditions, 
one  or  more  temporary  printed,  lithographed  or  typewritten  Bonds 
of  the  denomination  of  $1,000  or  of  any  multiple  thereof,  substan- 
tially of  the  tenor  hereinbefore  recited,  but  without  coupons,  and 
with  appropriate  omissions,  insertions  and  variations,  as  may  be 
required.  Anything  in  this  Indenture,  or  in  the  form  of  Bond  or 


Effect  of 
Trustee’s 
authentication. 


Cancellation 

of  coupons  before 

authentication. 


Ownership 
of  Bonds  and 
coupons. 


Temporary 

Bonds. 


Place  of 
payment. 


Exchange 
for  definitive 
bonds. 


Replacing 
Bonds 
mutilated, 
destroyed 
or  lost. 


Registration 
and  transfer 
hooks  to 
be  kept. 


ARTICLE  ONE 
Sections  2,  3,  4. 

8 

coupon  above  recited,  to  the  contrary  notwithstanding,  the  interest 
on  such  temporary  Bonds  shall  be  payable  only  at  said  office  or 
agency  of  the  Company  in  the  Borough  of  Manhattan,  in  the  City  of 
New  York.  Upon  surrender  of  said  temporary  Bonds  for  exchange, 
the  Company,  at  its  own  expense,  shall  prepare  and  execute,  and, 
upon  cancellation  of  said  surrendered  temporary  Bonds,  the  Trus- 
tee shall  authenticate  and  shall  deliver  in  exchange  therefor, 
definitive  Bonds  for  the  same  aggregate  principal  amount  as  the 
temporary  Bonds  surrendered.  Until  so  exchanged,  the  temporary 
Bonds  shall  in  all  respects  be  entitled  to  the  same  benefits  of  this 
Indenture  as  the  definitive  Bonds  to  be  issued  and  authenticated 
hereunder,  and  interest,  when  and  as  payable,  shall  be  paid  and 
notation  of  such  payment  endorsed  thereon. 

Section  3.  In  case  any  Bond,  with  the  coupons  thereto  ap- 
pertaining, or  any  temporary  Bond  without  coupons,  shall  be- 
come mutilated  or  be  destroyed  or  lost,  the  Company,  in  its  dis- 
cretion, may  issue,  and  thereupon  the  Trustee  shall  authenti- 
cate and  deliver,  a new  Bond  of  like  tenor,  date  and  amount 
and  bearing  the  same  number,  in  exchange  and  substitution 
for,  and  upon  cancellation  of,  the  mutilated  Bond  and  its 
coupons,  or  the  mutilated  temporary  Bond  without  coupons,  or 
in  lieu  of  and  substitution  for  the  Bond  and  its  coupons,  or  the 
temporary  Bond  without  coupons,  so  destroyed  or  lost;  provided, 
however,  that  the  applicant  for  such  substituted  Bond  shall  have 
furnished  to  the  Company  and  to  the  Trustee  evidence  of  the  de- 
struction or  loss  of  such  Bond  and  its  coupons,  or  of  such  temporary 
Bond  without  coupons,  so  destroyed  or  lost,  which  evidence  shall  be 
satisfactory  to  the  Company  and  to  the  Trustee,  in  their  discretion, 
and  shall  also  furnish  indemnity  satisfactory  to  the  Company  and  to 
the  Trustee,  in  their  discretion,  and  shall  comply  with  such  other 
reasonable  regulations  as  they  or  either  of  them  may  prescribe. 

Section  4.  The  Company  will  keep,  at  an  office  or  agency 
to  be  maintained  by  it  in  the  Borough  of  Manhattan,  in  the  City 
of  New  York,  or  at  some  bank  or  trust  company  in  said  Borough, 
a sufficient  register  or  registers  for  the  registration  and  transfer 
of  the  Bonds,  which  register  or  registers  shall  at  all  times  be 


9 


ARTICLE  ONE— Section  4. 
ARTICLE  TWO— Section  1. 


open  for  inspection  by  the  Trustee;  and,  upon  presentation  for 
such  purpose,  the  Company  will,  under  such  reasonable  regula- 
tions as  it  may  prescribe,  register  as  to  principal  any  Bond.  The 
holder  of  any  Bond  may  have  the  ownership  thereof  regis- 
tered at  said  office  or  agency,  and  such  registration  noted 
on  the  Bond.  After  such  registration  no  transfer  shall  be  valid 
unless  made  at  said  office  or  agency  by  the  registered  holder  in 
person  or  by  his  attorney  thereunto  duly  authorized  and  similarly 
noted  on  the  Bond.  Upon  presentation  to  the  registrar  of  the 
Company,  at  said  office  or  agency,  of  any  Bond  registered  as 
to  principal,  accompanied  by  delivery  of  a written  instrument 
of  transfer  in  form  approved  by  the  Company,  executed  by 

the  registered  holder  in  person  or  by  his  attorney  thereunto  duly 
authorized,  such  Bond  shall  be  transferred  upon  such  register 
and  such  transfer  shall  be  noted  by  such  registrar  upon  the 
Bond.  The  registered  holder  of  any  Bond  registered  as  to 
principal  shall  also  have  the  right  to  cause  the  same  to  be 

registered  as  payable  to  bearer,  in  which  case  transferability 
by  delivery  shall  be  restored,  and  thereafter  the  principal  of 

such  Bond,  when  due,  shall  be  payable  to  the  person  pre- 

senting the  same.  Any  Bond  registered  as  payable  to  bearer 
may  be  registered  again  in  the  name  of  the  holder  with  the 
same  effect  as  a first  registration  thereof.  Successive  regis- 
trations and  transfers,  as  aforesaid,  may  be  made  from  time  to 
time  as  desired,  and  each  registration  of  a Bond  shall  be  noted 
by  the  registrar  thereon.  The  registration  of  any  Bond,  however, 
shall  not  affect  the  negotiability  by  delivery  merely  of  coupons 
appertaining  to  such  Bond,  but  every  such  coupon  shall  continue 
to  pass  by  delivery  and  shall  remain  payable  to  bearer,  and  pay- 
ment thereof  to  bearer  shall  fully  discharge  the  Company  in 
respect  of  the  interest  therein  mentioned  whether  or  not  such 
Bond  be  registered. 


ARTICLE  TWO. 

Issuance  of  Bonds. 

Section  1.  $16,000,000,  principal  amount,  of  Bonds,  forth- 

with upon  the  execution  and  delivery  of  this  Indenture  and  without 


Registration  and 
Transfer  of  Bonds. 


Coupons 

remain 

negotiable 


$16,000,000 
Bonds  issuable 
upon  delivery  of 
Indenture, 


ARTICLE  TWO 
Sections  1,  2. 

10 


further  action  on  the  part  of  the  Company,  shall  be  authenticated 
by  the  Trustee  and  delivered  on  the  written  order  of  the  Company, 
signed  by  its  President  or  one  of  its  Vice-Presidents,  or  its 
Treasurer  or  one  of  its  Assistant  Treasurers,  and  by  its  Secretary 
or  one  of  its  Assistant  Secretaries. 


$9,000,000 

Bonds 

reserved. 


Restrictions 
governing 
issuance  of 
reserved  bonds: 

— quick  assets  to 
equal  one  and 
one-half  times 
current  liabilities; 


— net  quick  assets 
to  equal  one-half 
amount  of  out- 
standing bonds 
and  bonds 
to  be  issued; 


— net  earnings 
to  equal  twice 
annual  bond 
interest  charges. 


Term  “quick  as- 
sets of  the 
Company’’ 
defined. 


Section  2.  $9,000,000,  principal  amount,  of  Bonds,  being  the 

remainder  of  the  Bonds  authorized  to  be  issued  under  this  Inden- 
ture, shall  be  authenticated  and  delivered  by  the  Trustee  from 
time  to  time,  subject  to  the  restrictions  hereinafter  in  this  Article 
provided,  viz.: 

(1)  The  value  of  the  quick  assets  of  the  Company  shall 
be  at  least  one  and  one-half  times  the  current  • liabilities 
of  the  Company. 

(2)  The  net  quick  assets  of  the  Company  shall  be  at 
least  one-half  the  principal  amount  of  the  Bonds  then 
outstanding  and  the  Bonds  the  authentication  and  de- 
livery of  which  shall  then  be  requested. 

(3)  The  net  earnings  of  the  Company  for  a period  of 
twelve  consecutive  calendar  months  ending  not  more  than 
ninety  days  prior  to  the  application  for  the  authentication 
and  delivery  of  such  reserved  Bonds  shall  have  amounted 
to  at  least  twice  the  annual  bond  interest  charges  of  the 
Company. 

The  term  “quick  assets  of  the  Company”  as  used  above  and 
elsewhere  in  this  Indenture,  shall  be  as  shown  in  a consolidated 
balance  sheet  of  the  Company  and  its  subsidiaries  and  shall  include 
(1)  cash  and  cash  items;  (2)  merchandise  manufactured,  or  in 
process  of  manufacture,  and  raw  materials,  including  livestock, 
and  supplies  of  all  kinds,  all  taken  at  market  value,  and  advance 
payments  made  thereon,  less  the  amount  of  negotiated  drafts  and 
bills  of  exchange  drawn  against  merchandise  which  are  excluded 
from  current  liabilities  under  the  definition  thereof  hereinafter 
in  clause  (d)  contained;  (3)  accounts  receivable  which  shall  have 
been  created  not  more  than  one  year  prior  to  the  date  of  such 


11 


ARTICLE  TWO 
Section  2. 


consolidated  balance  sheet,  and  bills  receivable  which  shall 
mature  not  more  than  one  year  subsequent  to  that  date, 
such  accounts  receivable  and  bills  receivable  to  include  only  those 
which  in  the  opinion  of  the  Treasurer  or  an  Assistant  Treasurer 
of  the  Company  are  good  and  collectible;  provided,  however,  that 
accounts  receivable  or  bills  receivable  from  Governments,  and  not 
in  litigation,  shall  be  deemed  quick  assets  irrespective  of  the  date 
of  creation  or  of  maturity;  (4)  prepaid  interest,  insurance  premi- 
ums and  rentals;  (5)  shares  of  stock,  bonds  and  other  securities 
(except  securities  pledged  as  collateral  for  the  Five  Per  Cent.  Serial 
Collateral  Trust  Notes  issued  under  the  Trust  Agreement  dated 
July  1,  1919,  between  the  Company  and  Central  Union  Trust 
Company  of  New  York,  as  Trustee)  which  in  the  opinion  of  the 
Board  of  Directors  or  the  Executive  Committee  of  the  Company 
are  readily  marketable,  taken  at  their  fair  market  value  as 
determined  by  said  Board  or  Committee,  but  not  including  shares 
of  stock,  bonds  or  other  securities  issued  by  corporations  the 
assets  and  liabilities  of  which  are  included  in  said  consolidated 
balance  sheet. 

The  term  “current  liabilities  of  the  Company”  as  used  above 
and  elsewhere  in  this  Indenture,  shall  be  as  shown  in  said  con- 
solidated balance  sheet  and  shall  be  deemed  to  mean  and  include 
all  liabilities  of  the  Company  and  its  subsidiaries  (including  taxes 
accrued,  as  estimated)  whether  or  not  due,  excluding  (a)  liabili- 
ties evidenced  by  the  Bonds  issued  under  this  Indenture  and  by  the 
said  Five  Per  Cent.  Serial  Collateral  Trust  Notes;  (b)  liabili- 
ties evidenced  by  the  Six  Per  Cent.  Twenty-Year  Bonds  of 
Matthews-Laing,  Ltd.,  issued  under  the  Trust  Deed  dated  Decem- 
ber 1,  1911,  between  said  Company  and  The  Royal  Trust  Com- 
pany, as  Trustee;  and  (c)  negotiated  drafts  or  bills  of  exchange 
drawn  on  account  of  merchandise  sold  to  purchasers  other  than 
subsidiaries  or  controlled  companies. 

The  term  “net  quick  assets  of  the  Company”  as  used  above 
and  elsewhere  in  this  Indenture  shall  be  deemed  to  mean  the  excess 
of  the  quick  assets  of  the  Company  over  the  current  liabilities  of 
the  Company. 

The  term  “net  earnings  of  the  Company,”  as  used  above  and 


Term  “current 
liabilities  of 
the  Company” 
defined. 


Term  “net  quick 
assets  of  the 
Company” 
defined. 


Term  “net  earnings 
of  the  Company" 
defined. 


I 


U.  OF  ILL  LIB. 


ARTICLE  TWO 
Section  2. 

12 


Term  “annual 
bond  Interest 
charges” 
defined. 


Terms  "subsidiary’’ 
and  "subsidiary 
company” 
defined. 


elsewhere  in  this  Indenture,  shall  be  the  amount  remaining  after 
deducting  from  the  earnings  of  the  Company,  and  its  subsidiaries 
and  its  pro  rata  share  in  the  earnings  of  controlled  companies,  (a) 
interest  on  the  said  Six  Per  Cent.  Twenty-Year  Bonds  of 
Matthews-Laing,  Ltd.  (but  such  interest  shall  be  deducted  only  if 
the  Company  acquires  the  property  and  assets  of  Matthews- 
Blackwell,  Ltd. — successor  to  said  Matthews-Laing,  Ltd. — a con- 
tract for  the  purchase  of  such  property  and  assets  having  here- 
tofore been  made  by  the  Company)  ; (b)  interest  on  said  Five 
Per  Cent.  Serial  Collateral  Trust  Notes;  (c)  all  other  interest 
charges  except  the  annual  bond  interest  charges;  and  (d)  all  oper- 
ating expenses,  including  (but  without  limiting  the  generality  of 
the  foregoing)  taxes,  rentals,  insurance,  and  reasonable  and  proper 
expenditures  for  current  maintenance  and  repairs. 

The  term  “annual  bond  interest  charges”  as  used  in  this 
Article  shall  mean  the  annual  interest  charges  on  all  Bonds  then 
outstanding  hereunder,  and  all  Bonds  the  authentication  and 
delivery  of  which  shall  then  be  applied  for. 

The  term  “subsidiary”  or  “subsidiary  company,”  as  used 
above  and  elsewhere  in  this  Indenture,  shall  mean  any  company 
ninety-five  per  cent  or  more  of  the  outstanding  capital  stock  of 
which  is  at  the  time  owned  by  the  Company,  either  directly  or 
through  one  or  more  other  companies.  It  shall  not,  however,  be 
deemed  to  include  a corporation  all  of  the  capital  stock  of  which, 
or  all  of  the  capital  stock  of  which  except  directors’  shares,  shall 
be  owned  by  a controlled  company.  A company  all  of  the  prop- 
erty and  assets  of  which,  or  ninety-five  per  cent,  or  more  of 
the  outstanding  capital  stock  of  which,  will  be  acquired  by  the 
Company  or  by  a subsidiary  immediately  upon  the  authenti- 
cation and  delivery  of  Bonds  reserved  under  the  provisions  of 
this  Section  2 shall  be  deemed  a subsidiary  for  the  purpose  of 
determining  the  right  of  the  Company  to  require  the  authenti- 
cation and  delivery  of  such  Bonds.  The  fact  that  the  property 
and  assets  or  the  stock  of  such  company  will  be  thus  acquired 
by  the  Company,  or  by  a subsidiary,  shall  be  sufficiently  estab- 
lished by  a certificate  executed  by  the  President  or  a Vice- 
President,  and  by  the  Treasurer  or  an  Assistant  Treasurer  of 


13 


ARTICLE  TWO 
Sections  2,  3,  4. 


the  Company,  which  shall  set  forth  the  terms  of  such  acquisi- 
tion and  state  that  upon  the  authentication  and  delivery  of  such 
Bonds  the  Company  will  be  enabled  forthwith  to  effect  such 
acquisition. 

The  term  “controlled  company,”  as  used  above  and  elsewhere 
in  this  Indenture,  shall  mean  any  company,  other  than  a sub- 
sidiary company,  51%  or  more  of  the  outstanding  capital  stock  of 
which,  having  voting  power,  is  at  the  time  owned  by  the  Com- 
pany, either  directly  or  through  one  or  more  other  companies. 

In  computing  the  amount  of  earnings,  expenses  and  interest 
charges  all  inter-company  revenue,  expenses  and  interest  charges 
of  every  nature  shall  be  excluded. 

Section  3.  Before  any  of  the  Bonds  reserved  under  Section 
2 of  this  Article  are  authenticated  and  delivered,  there  shall  be 
delivered  to  the  Trustee  a certified  copy  of  a resolution  of  the 
Board  of  Directors  or  Executive  Committee  of  the  Company  calling 
for  the  authentication  and  delivery  of  a specified  amount  of  Bonds 
and  a certificate  signed  by  (a)  its  President  or  a Vice-President, 
and  (b)  its  Treasurer  or  an  Assistant  Treasurer,  showing: 

First,  the  value  of  the  quick  assets  and  the  amount 
of  the  current  liabilities  of  the  Company  at  the  close  of  the 
last  preceding  fiscal  year  or  (at  the  option  of  the  Company) 
at  a date  subsequent  thereto; 

Second,  the  net  earnings  of  the  Company  for  a period  of 
twelve  consecutive  calendar  months  ending  not  more  than 
ninety  days  prior  to  the  application  for  the  authentication 
and  delivery  of  such  reserved  Bonds,  and  the  annual  bond 
interest  charges  of  the  Company. 

The  foregoing  certificate  shall  be  accompanied  by  the  certifi- 
cate of  a certified  public  accountant  or  a firm  of  certified  public 
accountants  satisfactory  to  the  Trustee  certifying  to  the  correctness 
thereof. 

Section  4.  Anything  herein  contained  to  the  contrary 
notwithstanding,  the  Company  shall  have  the  right  at  any  time, 


Term  "controlled 

company” 

defined. 


Provisions  govern- 
ing: authentication 
of  bonds: 


— certified  resolution 
of  Board  of 
Directors  or  Exec- 
utive Committee 
to  be  delivered 
to  Trustee ; 

— certificate  to  be 
delivered  to  Trustee; 


— contents  of 
certificate; 


— certificate  of  cer- 
tified public 
accountant  to  be 
delivered  to  Trustee. 


ARTICLE  TWO 
Sections  4,  5. 


14 


Sale  of  reserved 
bonds  for  cash. 


Price 


Compensation  to 
bankers  or 
syndicates. 


Net  proceeds  of 
sale  to  be  deposited 
and  contract  there- 
for delivered  to 
Trustee. 


Authentication 
and  delivery. 


Application  of 
net  proceeds  of 
sale  by  Trustee. 


and  from  time  to  time,  to  sell  for  cash  any  or  all  of  the 
Bonds  reserved  under  the  provisions  of  Section  2 of  this  Article 
at  such  price  or  prices  as  may  be  approved  by  the  Board  of 
Directors  or  the  Executive  Committee  of  the  Company,  not 
less  in  any  case  than  the  face  value  of  the  Bonds  so  sold  with 
the  interest  accrued  thereon  (provided  that  the  Company  may  in 
any  case  contract  to  pay  and  pay  reasonable  compensation  to 
bonkers  or  syndicates  in  connection  with  the  sale  or  underwriting 
of  said  Bonds  or  any  thereof) ; and  upon  deposit  with  the  Trustee 
in  cash  of  the  net  proceeds  of  such  sale  (any  such  banker’s  or 
syndicates’  compensation  being  deducted),  and  the  delivery  to 
the  Trustee  of  the  original  or  a verified  copy  of  the  contract  under 
which  such  Bonds  shall  have  been  sold,  the  Trustee  shall 
authenticate  said  Bonds  and  deliver  them  to  the  Company,  or 
upon  its  written  order  signed  by  its  President  or  one  of  its 
Vice-Presidents,  or  its  Treasurer  or  one  of  its  Assistant  Treasurers, 
and  by  its  Secretary  or  one  of  its  Assistant  Secretaries. 

The  net  proceeds  of  any  sale  of  Bonds  made  as  permitted  by 
this  Section  shall  be  paid  out  from  time  to  time  only  as,  and  upon 
and  subject  to  the  restrictions,  and  upon  submission  to  the  Trus- 
tee of  the  proof  in  this  Article  provided  with  reference  to  the 
authentication  and  delivery  of  Bonds  reserved  under  the  provi- 
sions of  said  Section  2. 


Trustee  entitled 
to  rely  upon 
documents  fur- 
nished by  Com- 
pany. 


Trustee  may 
make  further 
inquiry. 


Section  5.  The  written  orders,  certificates  and  copies  of 
resolutions  provided  for  in  this  Article  may  be  received  by  the 
Trustee  as  conclusive  evidence  of  anything  pertaining  to  the 
right  to  authenticate  and  deliver  Bonds  or  pay  out  deposited 
moneys  pursuant  to  this  Article  and  shall  be  deemed  and  taken 
to  be  full  authority  and  protection  to  the  Trustee  for  all  action  or 
non-action  by  the  Trustee  on  the  faith  thereof.  The  Trustee, 
however,  before  authenticating  or  delivering  any  Bonds  or  pay- 
ing out  any  moneys  upon  the  faith  of  any  certificate  furnished 
under  the  provisions  of  this  Article,  may,  but  shall  not  under 
any  circumstances  be  required  to,  make  further  inquiry  with 
regard  to  any  statement  or  statements  of  facts  contained  therein, 
and  if  satisfied  that  any  material  statement  of  fact  so  inquired 


ARTICLE  TWO— Section  5. 
ARTICLE  THREE— Section  1. 


15 

into  is  substantially  untrue  or  inaccurate  the  Trustee  shall  not 
be  obliged  to  accept  the  certificate  containing  such  statement  or 
to  authenticate  or  deliver  any  Bonds  or  to  pay  out  any  moneys  tadem°nniaedelnB 
upon  the  faith  thereof.  If  the  Trustee  shall  refuse  to  authenti-  obliged  t?ay  be 
cate  or  deliver  any  Bonds  or  pay  out  any  moneys  upon  the  accept  certificate, 

ground  that  it  is  satisfied  that  some  material  statement  of  fact 
in  such  certificate  contained  is  substantially  untrue  or  inaccurate, 
the  Trustee  shall,  if  the  Company  so  request  and  furnish  it 
adequate  indemnity  against  all  liability,  cause  the  books  and 
records  of  the  Company  and  its  subsidiaries  to  be  examined 
through  its  own  officers  or  any  competent  agent  whom  it  may 
select,  and,  if  such  officers  or  agent,  after  such  examination  shall 
report  that  such  material  statement  is  substantially  true  or  ac- 
curate, the  Trustee  shall  be  obliged  to  accept  such  certificate.  The 
reasonable  expenses  of  every  such  examination  shall  be  paid  by 
the  Company. 


ARTICLE  THREE. 


Particular  Covenants  op  the  Company. 

The  Company  covenants  with  the  Trustee  as  hereinafter  in  this 
Article  set  forth: 


Section  1.  The  Company  will  duly  and  punctually  pay  the 
principal  of  each  and  every  of  the  Bonds,  and  the  interest  accruing 
thereon,  at  the  dates  and  places  and  in  the  manner  mentioned  in  the 
Bonds  and  in  the  coupons  thereto  appertaining,  according  to  the 
true  intent  and  meaning  thereof,  without  deduction  from  either 
principal  or  interest  for  any  tax  or  taxes  (other  than  Federal  in- 
come taxes  in  excess  of  two  per  cent.)  which  the  Company  or 
the  Trustee  may  be  required  to  pay  thereon  or  to  retain  therefrom 
under  any  present  or  future  law  of  the  United  States  of  America, 
or  of  any  state,  county,  municipality  or  other  taxing  authority 
therein.  The  interest  shall  be  payable  only  upon  presentation 
and  surrender  of  the  respective  coupons  annexed  to  the  Bonds  as 
such  coupons  respectively  shall  mature.  When  and  as  paid,  all 
coupons  shall  forthwith  be  cancelled. 


Covenant  to  pay 
principal  and 
interest. 


— without  deduc- 
tion for  Taxes 
(other  than  Federal 
income  taxes). 


Interest  payable 
only  on  presenta- 
tion of  coupons. 


ARTICLE  THREE 
Sections  2,  3,  4. 


16 


Covenant  to  main- 
tain office  or  agency 
in  City  of 
New  York. 


Section  2.  At  all  times,  until  the  principal  of  all  of  the 
Bonds  shall  have  been  paid,  provided  for  or  converted  into  com- 
mon stock  of  the  Company  pursuant  to  the  provisions  of  Article 
Six  hereof,  the  Company  either  will  keep  an  office  or  an  agency 
in  the  Borough  of  Manhattan,  in  the  City  of  New  York,  where 
notices  and  demands  in  respect  to  the  Bonds  and  coupons  may 
be  served,  and  by  written  notice  will  designate  such  office  or  agency 
to  the  Trustee,  or  will  designate  by  written  notice  to  the  Trustee 
a bank  or  trust  company  in  said  Borough  for  such  purpose.  In 
default  of  any  such  office  or  agency,  or  of  such  designation,  de- 
mands may  be  made  and  notices  may  be  served  at  the  office  in  said 
Borough  of  the  Trustee.  The  Company  will  also  keep  an  office 
or  agency  in  said  Borough  where  notices  of  election  to  convert 
Bonds  into  common  stock  of  the  Company  pursuant  to  the 
provisions  of  said  Article  Six  may  be  served,  of  which  office 
the  Company  will  give  written  notice  to  the  Trustee;  and  until 
it  shall  have  given  written  notice  to  the  Trustee  as  aforesaid,  said 
notices  may  be  served  at  the  office  in  said  Borough  of  the  Trustee. 


Covenant  to  main- 
tain franchises 
and  properties: 


— and  to  pay 
taxes. 


Section  3.  The  Company  will  (except  as  otherwise  per- 
mitted by  this  Indenture)  diligently  preserve  all  the  rights  and 
franchises  to  it  granted  and  upon  it  conferred,  in  so  far  as  they 
shall  continue  to  be  advantageous  to  the  Company,  and  shall  and 
will  at  all  times  maintain,  preserve  and  keep  its  plants,  includ- 
ing fixtures  and  appurtenances,  and  every  part  thereof,  in 
good  repair,  working  order  and  condition,  and  will  from 
time  to  time  make  all  needful  and  proper  repairs,  renewals  and 
replacements.  The  Company  will  promptly  pay  and  discharge  all 
taxes,  assessments  and  governmental  charges  lawfully  levied  or  im- 
posed upon  it,  as  well  as  all  lawful  claims  for  labor,  materials  and 
supplies,  which,  if  unpaid,  might  by  law  become  a lien  or  charge 
upon  its  property;  provided,  however,  that  the  Company  shall  have 
the  right  in  good  faith  to  contest  any  such  tax,  assessment,  charge 
or  claim,  and  pending  such  contest,  to  delay  or  refuse  payment 
thereof. 


?a°wfuiantowersUSso  a11  Section  4.  The  Company  will  exercise  all  lawful  powers  which 

that  subsidiary 
companies  shall: 


17 


ARTICLE  THREE 
Sections  4,  5. 


as  stockholder  or  otherwise  it  may  possess,  to  the  end  that  each 
subsidiary  of  the  Company  shall  (a)  preserve  its  corporate  organ- 
ization (except  as  otherwise  permitted  by  this  Indenture)  and  do  no 
act  by  which  it  might  incur  a forfeiture  of  its  corporate  existence; 
(b)  promptly  pay  and  discharge  all  taxes,  assessments  and  govern- 
mental charges  lawfully  levied  or  imposed  upon  it,  as  well  as  all 
lawful  claims  for  labor,  materials  and  supplies,  which,  if  unpaid, 
might  by  law  become  a lien  or  charge  upon  its  property ; provided, 
however,  that  it  shall  have  the  right,  in  good  faith  to  contest  any 
such  tax,  assessment,  charge  or  claim  and,  pending  such  contest,  to 
delay  or  refuse  payment  thereof ; (c)  keep  its  property  and  plants, 
if  any,  in  good  repair,  working  order  and  condition ; and  (d)  not 
increase  the  amount  of  its  capital  stock  issued  and  outstanding, 
unless  forthwith  upon  the  issue  thereof  there  shall  be  made  effective 
provision  that  such  additional  stock  so  issued  (or  such  part  of  such 
additional  stock  as  shall  equal  the  ratio  of  the  amount  of  the  capital 
stock  of  said  subsidiary  owned  by  the  Company  immediately  pre- 
ceding the  issue  of  such  additional  stock  to  all  of  the  capital  stock 
of  said  subsidiary  outstanding  at  that  time)  shall  forthwith  upon 
the  issue  thereof  be  acquired  by  the  Company.  In  case  any  con- 
trolled company  shall  increase  the  amount  of  its  capital  stock 
issued  and  outstanding,  forthwith  upon  the  issue  thereof  there 
shall  be  made  effective  provision  for  the  acquisition  by  the  Com- 
pany of  such  part  of  such  additional  stock  so  issued,  if  any,  as 
shall  be  necessary  in  order  that  such  controlled  company  shall 
continue  to  be  a controlled  company. 

Section  5.  Until  all  of  the  Bonds  shall  have  been  paid,  pro- 
vided for  or  converted  into  common  stock  of  the  Company 
as  aforesaid,  the  Company  will  not  mortgage  or  pledge  any 
of  its  property,  except  that  in  accordance  with  ordinary  business 
practice  the  Company  may  pledge  government  obligations,  ware- 
house receipts,  livestock,  and  other  property  to  secure  acceptances 
(including  foreign  letters  of  credit  issued  by  banks  or  bankers 
in  favor)  of  the  Company  or  any  subsidiary.  Nothing  herein 
contained  shall  prevent  the  Company  from  purchasing  property 
subject  to  any  mortgage  or  other  lien  or  from  executing  pur- 


— (a)  preserve  cor- 
porate organization 


— (b)  pay  all  taxes 
and  claims  for 
labor  or  materials 


— (c)  keep  property 
in  repair 

— (d)  not  increase 
the  amount  of  capi- 
tal stock  unless  pro 
rata  part  acquired 
by  Company. 


Controlled  com- 
panies to  be  con- 
tinued as  such. 


Covenant  not  to 
mortgage  or  pledge 
property  except  as 
stated. 


ARTICLE  THREE 
Sections  5,  6. 


18 


chase-money  mortgages  or  other  instruments  of  charge,  provided 
that  the  obligations  secured  by  any  such  purchase-money  mort- 
gage or  other  instrument  shall  not  exceed  75%  of  the  purchase 

price  of  the  property  covered  thereby;  and  further  that,  if 

any  property  acquired  by  the  Company  shall  at  the  time  of 

the  acquisition  thereof  be  subject  to  mortgage,  the  Company 
shall  not  execute  a purchase-money  mortgage  or  other  instru- 
ment of  charge  for  any  part  of  the  consideration  payable  by  it 
for  such  property,  except  to  an  amount  which,  together  with  such 
prior  mortgage  indebtedness  will  not  exceed  75%  of  the  purchase 
price  of  such  property,  including  in  the  purchase  price  the  prin- 
cipal amount  of  such  prior  mortgage  indebtedness.  Nor  shall  any- 
thing herein  contained  prevent  the  Company  from  depositing 

cash  or  pledging  additional  collateral  with  the  trustee  under  the 
Trust  Agreement  dated  July  1,  1919,  securing  the  Company’s 
Five-Year  Serial,  Collateral  Trust  Notes  in  connection  with  the 
issuance  of  additional  bonds  as  provided  in  said  Trust  Agree- 
ment. 

In  case  of  a breach  of  any  of  the  covenants  in  this 
Section  5 set  forth,  in  addition  to  any  other  provisions  of 
this  Indenture  in  respect  of  such  breach,  the  Company  hereby 
creates  a lien  and  charge  upon  any  and  all  property  mortgaged 
or  pledged  in  violation  of  any  such  covenant  prior  and  superior 
to  the  lien  in  favor  of  any  other  note,  bond,  or  debt  secured  by  any 
mortgage  or  pledge  not  herein  permitted;  and  to  make  this  pro- 
vision and  undertaking  fully  effectual  the  Company  hereby  in- 
cludes under,  and  secures  by,  any  mortgage,  pledge  or  deed 
of  trust  hereafter  made  or  executed  by  it  in  violation  of  any 
such  covenant  any  and  all  Bonds  issued  hereunder  then  or  at 
any  time  thereafter  outstanding,  with  the  same  force  and 
effect  as  though  each  and  every  such  Bond  were  specifically  named 
and  included  in  any  such  future  mortgage,  pledge  or  deed  of 
trust,  in  priority  to  any  and  all  obligations  issued  under 
and  secured  by  such  future  mortgage,  pledge  or  deed  of  trust. 

Section  6.  Until  all  the  Bonds  shall  have  been  paid,  pro- 
vided for  or  converted  into  common  stock  of  the  Company  as 


19 


ARTICLE  THREE 
Sections  6,  7. 


aforesaid,  the  Company  will  not  suffer  or  permit  any  subsidiary 
to  mortgage  or  pledge  any  of  its  property,  except  that  in  accord- 
ance with  ordinary  business  practice  government  obligations,  ware- 
house receipts,  livestock,  and  other  property  may  be  pledged  to 
secure  acceptances  (including  foreign  letters  of  credit  issued  by 
banks  or  bankers  in  favor)  of  such  subsidiary.  Nothing  herein 
contained  shall  prevent  any  subsidiary  from  mortgaging  any  of 
its  property  to  the  Company  or  to  any  other  subsidiary  or  from 
acquiring  property  subject  to  mortgage  or  other  liens,  or  from 
executing  purchase-money  mortgages  or  other  instruments  of 
charge,  provided  that  the  obligations  secured  by  any  such  pur- 
chase-money mortgage  or  other  instruments  of  charge  shall  not 
exceed  75%  of  the  purchase  price  of  the  property  covered  thereby; 
and  further  that,  if  any  property  acquired  by  such  subsidiary  shall 
at  the  time  of  the  acquisition  thereof  be  subject  to  mortgage,  such 
subsidiary  shall  not  execute  a purchase-money  mortgage  or  other 
instrument  of  charge  for  any  part  of  the  consideration  payable 
by  it  for  such  property,  except  to  an  amount  which,  together 
with  such  prior  mortgage  indebtedness  will  not  exceed  75%  of 
the  purchase  price  of  such  property,  including  in  the  purchase 
price  the  principal  amount  of  such  prior  mortgage  indebtedness. 

Section  7.  Until  all  of  the  Bonds  shall  have  been  paid,  pro- 
vided for  or  converted  into  common  stock  of  the  Company  as  afore- 
said (a)  the  quick  assets  of  the  Company  shall  at  all  times  be 
maintained  in  an  amount  at  least  equal  to  one  and  one-half  times 
the  current  liabilities  of  the  Company;  and  (b)  the  net  quick 
assets  of  the  Company  shall  be  maintained  in  an  amount  at  least 
equal  to  one-half  the  principal  amount  of  the  Bonds  then  out- 
standing. 

The  Company  shall  file  with  the  Trustee  within  four  months 
after  the  close  of  each  fiscal  year  a consolidated  balance  sheet  of 
the  Company  and  its  subsidiaries  as  of  the  end  of  the  immediately 
preceding  fiscal  year,  in  which  shall  be  set  forth  in  reasonable 
detail  the  financial  condition  of  the  Company  and  its  subsidiaries 
as  of  the  end  of  said  fiscal  year,  and  a statement  showing  the 


Covenant  not  to 
permit  subsidiaries 
to  mortgage  or 
pledge  property 
except  as  stated. 


Covenant  as  to 


— (a)  ratio  of  quick 
assets  to  current 
liabilities 

— (b)  ratio  of  net 
quick  assets  to 
principal  amount 
of  outstanding 
bonds. 


Covenant  to  file 
with  Trustee  con- 
solidated balance 
sheet  and  state- 
ment of  quick  assets 
and  liabilities. 


ARTICLE  THREE 
Sections  7,  8. 

20 


Covenant  to  re- 
imburse bondholders 
for  Pennsylvania 
taxes  (except  suc- 
cession or  inherit- 
ance taxes). 


amount  of  the  quick  assets  of  the  Company  and  the  amount  of 
the  current  liabilities  of  the  Company  at  the  end  of  said  fiscal 
year. 

Section  8.  The  Company  covenants  that  it  will  reimburse  the 
holder  or  registered  owner  of  any  of  the  Bonds  for  any  amount  not 
exceeding  four  mills  per  dollar  per  annum  which  such  holder  or 
registered  owner  shall  have  paid  for  taxes  (other  than  succession  or 
inheritance  taxes)  assessed  or  imposed  by  the  Commonwealth  of 
Pennsylvania  (but  not  by  any  county  or  other  political  subdivision 
thereof)  upon  such  Bonds  or  upon  the  holder  or  registered  owner 
thereof  by  reason  of  the  ownership  of  such  Bonds.  Such  reim- 
bursement shall  be  made  only  upon  written  request  to  the  Company 
or  at  its  office  or  agency  in  the  Borough  of  Manhattan,  City  of  New 
York,  within  sixty  (60)  days  from  the  date  of  the  payment  of  such 
taxes.  Such  request  shall  be  accompanied  by  an  affidavit  of  such 
holder  or  registered  owner  setting  forth  the  number  of  each  of  the 
Bonds  upon  which  said  tax  has  been  so  paid,  the  county  in  which 
such  tax  was  assessed,  and  the  amount  at  which  said  Bond  or 
Bonds  were  valued  in  the  return  thereof  for  the  purposes  of 
such  taxation,  and  also  setting  forth  the  amount  of  the  tax 
paid  on  said  Bond  or  Bonds  and  the  date  on  which  the 
same  was  paid,  and  that  such  tax  was  paid  by  the  person 
making  such  affidavit  as  the  holder  or  registered  owner  thereof 
and  as  a resident  of  the  Commonwealth  of  Pennsylvania.  The 
Company  hereby  covenants  and  agrees  with  every  holder  or 
registered  owner  of  such  Bond  or  Bonds  making  such  request 
and  with  the  Trustee  severally,  that  within  fifteen  days  after 
the  receipt  of  such  affidavit  at  its  office  or  agency  as  aforesaid 
the  Company  will  pay  to  him  a sufficient  sum  to  reimburse  him 
for  the  tax  so  paid.  The  Company  shall  not  be  liable  to  reimburse 
any  such  holder  or  registered  owner  for  any  such  taxes  unless  such 
request  shall  be  made  within  the  period  named  and  it  shall  in  no 
event  be  liable  to  reimburse  any  holder  or  registered  owner  for  any 
interest  or  penalty  assessed  upon  or  paid  by  him  in  addition  to  the 
amount  of  said  taxes  as  originally  assessed. 


ARTICLE  THREE— Section  9. 
ARTICLE  FOUR— Section  1. 

21 


Section  9.  The  Company  covenants  that  it  will  reimburse 
the  holder  or  registered  owner  of  any  of  the  Bonds  for  any  amount 
not  exceeding  six  per  centum  (6%)  per  annum  which  such 
holder  or  registered  owner  shall  have  paid  for  income  taxes 
assessed  or  imposed  by  the  Commonwealth  of  Massachusetts  upon 
such  holder  or  registered  owner  as  a resident  of  said  Commonwealth 
on  account  of  interest  received  on  such  Bonds.  Such  reimbursement 
shall  be  made  only  upon  written  request  to  the  Company  at  its 
office  or  agency  in  the  Borough  of  Manhattan,  City  of  New  York, 
within  sixty  (60)  days  from  the  date  of  the  payment  of  such 
taxes.  Such  request  shall  be  accompanied  by  an  affidavit  made 
by  such  holder  or  registered  owner  which  shall  set  forth  the 
numbers  and  principal  amounts  of  said  Bonds,  the  fact  of  owner- 
ship, when  such  taxes  were  imposed  and  that  such  taxes  were 
assessed  upon  and  paid  by  the  holder  or  registered  owner  as  a resi- 
dent of  the  Commonwealth  of  Massachusetts  owning  said  Bonds.  The 
Company  shall  not  be  liable  to  reimburse  any  such  holder  or  regis- 
tered owner  for  any  such  taxes  unless  such  request  shall  be  made 
within  the  period  named  and  it  shall  in  no  event  be  liable  to  reim- 
burse any  holder  or  registered  owner  for  any  interest  or  penalty  as- 
sessed upon  or  paid  by  him  in  addition  to  the  amount  of  said  taxes  as 
originally  assessed. 


Covenant  to  r 
imburse  bond- 
holders for  Ma 
chusetts  incoin 
taxes  not  excee 
6%  per  annum. 


ARTICLE  FOUR. 


Redemption  of  Bonds. 


Section  1.  The  Company  may,  at  its  election,  on  any  interest 
date,  pay  off  and  redeem  any  or  all  of  the  Bonds  at  the  face  value 
thereof  and  accrued  interest,  plus  a premium  of  ten  per  cent. 
(10%)  of  the  face  value  thereof.  In  case  the  Company  shall 
elect  to  exercise  such  right  of  redemption,  it  shall  give  notice 
thereof  by  publication  at  least  once  a week  for  eight  successive 
weeks  prior  to  the  interest  date  on  which  such  payment  and  re- 
demption is  to  be  made,  the  first  publication  to  be  made  not  less 
than  sixty  (60)  days  nor  more  than  ninety  (90)  days  prior  to 


Bonds  redeenui 
at  option  of 
Company. 


ARTICLE  FOUR 
Sections  1,  2. 


22 


Contents  of  notice. 


Notice  by  mail. 


Bonds  become  due 
on  redemption 
date. 


such  redemption  date,  in  one  daily  newspaper  of  general  circu- 
lation published  in  the  Borough  of  Manhattan,  in  the  City  of  New 
York,  and  in  one  daily  newspaper  of  general  circulation  pub- 
lished in  the  City  of  Chicago,  in  the  State  of  Illinois,  stating  such 
election  on  the  part  of  the  Company  and  specifying,  in  case  less 
than  all  of  the  Bonds  are  to  be  redeemed,  the  numbers  of  the 
Bonds  to  be  redeemed  (which,  previously  to  the  publication 
of  such  notice,  shall  have  been  designated  by  lot  under  the  direc- 
tion of  the  Trustee),  and  stating  that  the  interest  on  the  Bonds 
in  such  notice  designated  for  redemption  shall  cease  on  such  re- 
demption date,  and  requiring  that  said  Bonds  be  presented  at  the 
office  of  the  Trustee  on  said  date  for  payment  and  redemption. 
A similar  notice  shall  be  mailed  by  the  Company,  postage  pre- 
paid, at  least  eight  weeks  prior  to  said  date  fixed  for  redemption, 
to  all  registered  holders  of  Bonds  to  be  redeemed  whose  addresses 
shall  appear  upon  the  transfer  register  or  registers  of  the  Com- 
pany. Notice  having  been  so  published,  the  Bonds  so  designated 
for  redemption  shall  on  the  interest  date  designated  in  such  notice 
become  due  and  payable  at  the  redemption  price  aforesaid;  and 
from  and  after  the  date  of  redemption  so  designated  (unless  the 
Company  shall  make  default  in  payment  of  the  Bonds)  interest 
on  the  Bonds  so  designated  for  redemption  shall  cease  to  accrue, 
and  upon  presentation  at  the  office  of  the  Trustee  of  the  Bonds 
specified  in  said  notice  in  accordance  with  said  notice,  together 
with  all  coupons  thereto  appertaining  maturing  on  and  after  said 
date  of  redemption,  the  Bonds  shall  be  paid  by  the  Company  at 
the  redemption  price  aforesaid.  If  not  so  paid  upon  presentation 
thereof,  said  Bonds  shall  continue  to  bear  interest  at  the  rate  there- 
in expressed  until  payment. 


Termination  of  trust 
on  deposit  of 
amount  necessary 
to  redeem  and  on 
provision  to  in- 
sure notice. 


Section  2.  On  deposit  with  the  Trustee  of  the  amount  neces- 
sary so  to  redeem  all  of  the  Bonds  outstanding,  and  on  delivery 
to  the  Trustee  of  (1)  proof  satisfactory  to  the  Trustee  that  notice 
of  redemption  thereof  on  a specified  redemption  date  has  been  pub- 
lished as  aforesaid,  or  (2)  proof  satisfactory  to  the  Trustee  that 
arrangements  have  been  made  insuring  to  the  satisfaction  of  the 


ARTICLE  FOUR— Sections  2,  3. 
ARTICLE  FIVE— Section  1. 

23 


Trustee  that  such  notice  will  be  so  published,  or  (3)  a written  in- 
strument executed  by  the  Company,  under  its  corporate  seal,  and 
expressed  to  be  irrevocable,  authorizing  the  Trustee  to  give  such 
notice  for  and  on  behalf  of  the  Company,  and  on  payment  to  the 
Trustee  of  all  costs,  charges  and  expenses  in  relation  thereto,  then 
the  Trustee  shall  cancel  and  satisfy  this  Indenture.  The  Trustee 
shall  apply  the  moneys  so  deposited  with  it  to  the  payment  at  the 
redemption  price  aforesaid  of  the  Bonds  so  called  for  redemption, 
but  shall  in  no  event  be  liable  beyond  the  amount  so  deposited  with 
it.  Any  moneys  so  deposited  which  shall  not  be  required  for  the 
purpose  for  which  such  deposit  was  made  shall  be  repaid  to  the 
Company  upon  its  written  request;  and  upon  like  request  any 
such  moneys  remaining  unclaimed  by  the  holders  of  Bonds  and 
coupons  for  six  years  after  the  specified  redemption  date  shall  be 
paid  by  the  Trustee  to  the  Company;  provided,  however,  that  the 
Trustee,  before  being  required  to  make  any  such  payment,  may, 
at  the  expense  of  the  Company,  cause  notice  that  said  moneys 
have  not  been  so  called  for  and  that  after  a date  named  therein 
they  will  be  returned  to  the  Company  to  be  published  once  a 
week  in  each  of  four  successive  weeks  in  a daily  newspaper  of 
general  circulation  published  in  said  Borough  of  Manhattan. 

Section  3.  All  Bonds  redeemed  or  paid  pursuant  to  the  pro- 
visions of  this  Article  Four  and  the  appurtenant  coupons  shall  be 
canceled. 


ARTICLE  FIVE. 

Sinking  Fund. 

Section  1.  The  Company  covenants  and  agrees  that  on  the 
thirty-first  day  of  December  in  each  year,  commencing  with  the 
year  1921,  it  will  pay  to  the  Trustee,  as  and  for  a sinking  fund 
to  be  applied  as  hereinafter  in  this  Article  Five  provided,  an 
amount  equal  to  two  per  centum  (2%)  of  the  principal  amount  of  all 
Bonds  theretofore  authenticated  and  delivered  by  the  Trustee  pur- 
suant to  the  provisions  of  Article  Two  hereof. 


Application  o 
posited  money 


Disposition  ol 
claimed  m out 


Redeemed  bon 
be  cancelled 


Creation  of  si 
ing  fund. 


ARTICLE  FIVE 
Sections  1,  2. 


24 


Company  may 
deliver  bonds  to 
Trustee  in 
lieu  of  money. 


Company  may  ex- 
ceed sinking  fund 
requirements. 


Converted  bonds 
to  be  credited 
against  sinking 
fund  obligations. 


In  respect  of  any  of  the  payments  required  to  be  made  for 
account  of  the  sinking  fund,  the  Company  shall  have  the  right 
to  deliver  to  the  Trustee  Bonds  previously  issued  hereunder 
and  disposed  of  by  the  Company  and  thereafter  again  acquired 
by  the  Company,  with  all  unmatured  coupons  thereunto  apper- 
taining, in  lieu  of  the  moneys  so  required  to  be  paid  or  any 
part  thereof,  and  the  obligation  to  make  the  payments  above 
required  shall  be  satisfied  and  discharged  to  an  amount  equal  to  the 
principal  amount  of  the  Bonds  so  delivered.  The  fact  that 
Bonds  have  been  disposed  of  by  the  Company  and  thereafter 
again  acquired  by  it  shall  be  sufficiently  established  by  the  affi- 
davit to  this  effect  of  the  Treasurer  or  an  Assistant  Treasurer  of 
the  Company.  The  Company  shall  have  the  right  to  make  such 
payments,  in  whole  or  in  part,  before  the  date  on  which  the 
same  are  required  to  he  made.  It  shall  also  have  the  right 
to  exceed  said  sinking  fund  requirements  in  any  year  and  to 
have  the  excess  payments  credited  against  its  said  sinking  fund 
obligation  in  such  years  as  the  Company  shall  designate. 
In  case  any  of  the  Bonds  shall  be  converted  into  common  stock 
of  the  Company  pursuant  to  the  provisions  of  Article  Six  hereof, 
an  amount  equal  to  the  principal  amount  of  the  Bonds  so  con- 
verted shall  be  credited  on  said  sinking  fund  obligation  in  such 
years  as  the  Company  shall  designate. 


Sinking  fund  to  be 
applied  to  purchase 
of  bonds. 


Section  2.  All  moneys  received  by  the  Trustee  for  the 
sinking  fund  shall  be  applied  by  it  from  time  to  time,  as  soon 
as  reasonably  practicable  after  the  receipt  thereof,  to  the  purchase 
of  Bonds  issued  under  this  Indenture  at  the  best  price  obtainable 
by  the  Trustee,  not  exceeding  the  redemption  price,  such  pur- 
chase to  be  made  by  the  Trustee  after  it  shall,  in  any  usual 
manner  to  be  determined  by  it  in  its  discretion,  have  invited  by 
advertisement,  at  the  cost  and  expense  of  the  Company,  tenders 
of  Bends  for  sale  to  the  sinking  fund  within  said  limit  as 
to  price.  If  the  Trustee  shall  not  prior  to  February  15  in  any 
year  obtain  tenders  of  Bonds  (at  not  exceeding  said  redemption 
price)  to  an  amount  sufficient  to  exhaust  the  available  moneys 


25 


ARTICLE  FIVE 
Sections  2,  3. 


in  the  sinking  fund,  it  may  thereafter  purchase  at  public  or  private 
sale,  at  the  best  price  or  prices  obtainable  by  it  considering  the 
amount  or  amounts  of  Bonds  purchased,  not  exceeding  said  re- 
demption price,  such  an  additional  amount  of  Bonds  as  shall 
6e  sufficient  to  exhaust  said  moneys.  The  moneys  in  the  sinking 
fund  not  applied  to  the  purchase  of  Bonds  as  aforesaid  on  or 
before  the  28th  day  of  February  in  any  year  shall  (unless  the 
amount  be  less  than  $25,000)  be  applied  by  the  Trustee  to  the 
redemption  of  Bonds,  on  the  next  succeeding  first  day  of  July,  at 
the  redemption  price  aforesaid,  the  Bonds  so  to  be  redeemed  to  be 
designated  by  lot  under  the  direction  of  the  Trustee.  The  Bonds 
so  to  be  redeemed  having  been  so  designated,  the  Trustee  shall 
give  notice  to  the  Company  to  that  effect,  specifying  the  numbers 
thereof,  and  the  Company  shall  forthwith  give  notice  of  such 
redemption  as  in  said  Article  Four  provided  to  be  given  for  the 
redemption  of  Bonds  pursuant  to  said  Article;  or  the  Trustee 
may,  at  the  expense  of  the  Company,  give  such  notice. 
Said  notice  having  been  published  as  in  said  Article  Four  provided, 
the  Bonds  so  designated  for  redemption  shall  on  the  date  speci- 
fied in  said  notice  become  due  and  payable  at  said  redemption 
price.  From  and  after  the  date  of  redemption  so  designated 
(unless  default  shall  be  made  in  the  payment  of  said  Bonds) 
interest  on  the  Bonds  so  designated  for  redemption  shall  cease 
to  accrue,  and  on  presentation  of  the  Bonds  specified  in  the 
notice  of  redemption  in  accordance  with  said  notice,  with  all 
appurtenant  coupons  maturing  on  and  after  said  redemption  date, 
said  Bonds  shall  be  paid  by  the  Trustee  at  the  redemption  price 
aforesaid. 

Section  3.  Until  the  designation  by  lot  of  Bonds  for 
redemption  as  aforesaid,  all  moneys  in  the  sinking  fund  shall 
be  held  by  the  Trustee  as  security  for  all  the  Bonds  outstand- 
ing under  this  Indenture;  but  from  and  after  such  designation 
all  such  moneys  to  the  extent  required  for  the  purpose  shall 
be  held  for  the  payment  of  the  Bonds  so  designated  for  redemp- 
tion. In  case  after  such  designation  any  of  the  Bonds  so  desig- 


Moneys  not  applied 
to  purchase  of 
bonds  to  be 
applied  to  redemp- 
tion thereof. 


Manner  of  effecting 
such  redemption. 


Sinking  fund 


— until  bonds  desig- 
nated for  redemp- 
tion. 


Repayment  to  Com- 
pany upon  conver- 
sion of  desig- 
nated bonds. 


Bonds  purchased 
or  redeemed  from 
sinking  fund  to 
be  cancelled. 


Bonds  may  be 
converted  into 
common  stock 
of  Company : 


— rate  of  conver- 


— notice  of  elec- 
tion to  convert; 


— notice  to  con- 
stitute contract 
with  Company. 


ARTICLE  FIVE— Sections  3,  4. 

ARTICLE  SIX— Section  1. 

26 

nated  for  redemption  shall  be  converted  into  common  stock  of 
the  Company  pursuant  to  the  provisions  of  Article  Six  hereof, 
then,  upon  the  request  of  the  Company,  the  Trustee  shall  repay 
to  the  Company  out  of  the  moneys  theretofore  paid  to  it  for  the 
sinking  fund  an  amount  equal  to  the  redemption  price  of  the 
Bonds  so  converted. 

Section  4.  All  Bonds  purchased  or  redeemed  by  the  appli- 
cation of  moneys  in  the  sinking  fund  shall  be  cancelled  and  shall 
be  delivered  to  the  Company  on  its  written  request. 

ARTICLE  SIX. 

Conversion  of  Bonds  into  Common  Stock. 

Section  1.  The  Company  covenants  that  the  holder  of  any  of 
the  Bonds  issued  hereunder  shall  have  the  right,  to  be  exercised  in 
the  manner  and  subject  to  the  regulations  in  this  Article  pre- 
scribed, to  exchange  any  of  such  Bonds  and  to  convert  the  same  into 
the  common  stock  of  the  Company  as  the  stock  of  the  Company 
shall  be  constituted  at  the  time  of  such  conversion  at  the  rate 
of  thirteen  shares  of  such  stock  for  each  $1,000,  face  amount, 
of  Bonds;  provided,  that  the  holder  of  such  Bonds  shall  have 
given  to  the  Company  written  notice  of  his  election  to 
convert  the  same  on  a date  specified  in  such  notice,  which 
date  shall  be  at  least  five  days  after  the  date  of  giving  such 
notice,  and  provided  that  at  the  time  of  giving  such  notice  the 
holder  of  such  Bonds  shall  have  deposited  with  the  Company  at 
its  office  or  agency  in  the  City  of  New  York  the  Bonds  to  be 
converted  as  stated  in  said  notice,  together  with  all  then  unmatured 
coupons  appertaining  to  such  Bonds,  and,  in  the  case  of  a Bond 
registered  as  to  principal,  shall  have  transferred  the  same  to  the 
Company  or  to  bearer.  Every  such  notice  of  election  to  convert 
shall  constitute  a contract  between  the  holder  of  such  Bonds  and 
the  Company  whereby  such  bondholder  shall  be  deemed  to 
subscribe  for  the  amount  of  the  common  stock  of  the  Company 
which  he  will  be  entitled  to  receive  upon  such  conversion  and 
in  satisfaction  of  such  subscription  and  in  payment  of  the  stock 


27 


ARTICLE  SIX 
Sections  1,  2,  3. 


to  be  received  upon  such  conversion  to  surrender  the  Bonds 
deposited  as  aforesaid  and  to  release  the  Company  from  all 
liability  thereon;  and  whereby  the  Company  shall  be  deemed  to 
agree  that  the  amount  originally  paid  to  it  for  such  Bonds  together 
with  the  surrender  thereof  and  the  extinguishment  of  liability 
thereon  shall  constitute  full  payment  of  such  subscription  for  the 
stock  to  be  issued  upon  such  conversion. 


Section  2.  The  Company  shall  deliver  from  time  to  time  to 
the  respective  holders  or  registered  owners  of  Bonds  in  respect  of 
which  any  notice  as  aforesaid  shall  have  been  given,  or  to  their 
respective  assigns,  and  in  exchange  therefor,  stock  certificates  repre- 
senting the  number  of  shares  of  stock  into  which  such  Bonds  shall 
be  convertible.  The  stock  certificates  so  delivered  shall  be  in  the 
names  of  the  respective  holders  or  registered  owners  of  Bonds  so 
surrendered  for  conversion,  (or  in  such  names  as  they  may  direct, 
in  which  case  they  shall  pay  all  stock  transfer  taxes  that  may 
be  payable  in  respect  thereof).  The  Company  shall  pay  the 
amount  of  any  and  all  taxes  which  may  be  imposed  in  respect  of 
any  issue  or  delivery  of  stock  pursuant  to  the  provisions  of  this 
Article  Six  and  which  shall  be  payable  in  order  that  such  stock 
may  be  issued  in  the  name  of  the  respective  holders  or  registered 
owners  of  the  Bond  or  Bonds  so  surrendered  for  conversion. 


Stock  certificates 
to  be  Issued  on 
conversion  of  bonds. 


Payment  of  stock 
taxes,  if  any. 


Section  3.  The  Company  shall  not  be  required  to  convert  any 
Bond  issued  hereunder  into  its  common  stock  while  its  books  for 
the  transfer  of  said  stock  shall  be  closed  for  any  purpose,  and  the 
right  of  conversion  hereinbefore  and  in  the  Bonds  provided  for 
shall  be  suspended  during  such  period;  provided,  however,  that  the 
right  of  conversion  shall  not  in  any  case  be  so  suspended  for  a 
longer  period  than  thirty  (30)  days,  nor  during  the  last  thirty  (30) 
days  of  the  conversion  period.  In  the  case  of  Bonds  called  for 
redemption  pursuant  to  the  provisions  of  Article  Four  or  of  Article 
Five  hereof,  said  right  of  conversion  shall  continue  up  to  the 
thirtieth  day  next  preceding  the  date  fixed  for  such  redemption, 
and  said  right  of  conversion  shall  not  be  suspended  by  a closing 
of  the  books  for  the  transfer  of  said  common  stock  during  the 
thirty  (30)  days  next  preceding  said  thirtieth  day. 


Right  of  conversion 
suspended  by 
closing  stock 
transfer  books, 


— and  cut  off  30 
days  prior  to 
redemption. 


ARTICLE  SIX 
Section  4. 


28 


Cash  adjustment 
of  Interest  and 
dividends. 


Method  of  determin- 
ing cash  adjust- 
ment. 


Current  rate  of 
dividends,  defined. 


Date  of  conver- 
sion defined. 


Section  4.  At  the  time  of  any  such  conversion,  a cash 
adjustment  shall  be  made  between  the  Company  and  the  holder 
or  registered  owner  of  any  Bond  surrendered  on  such  conver- 
sion in  respect  of  the  interest  accrued  on  such  Bond  and  any 
dividends  on  the  shares  of  stock  to  be  delivered  in  exchange  there- 
for. To  make  such  cash  adjustment,  the  Company  shall,  at  the 
time  of  such  conversion,  pay  to  the  holder  or  registered  owner  of 
the  Bond  so  converted,  interest  not  previously  paid  on  said  Bond  at 
the  rate  of  six  per  cent.  (6  <fo)  per  annum  to  the  date  of  conver- 
sion ; and  also,  in  case  the  conversion  shall  occur  after  the  declara- 
tion, but  before  the  payment,  of  a dividend  upon  the  common  stock 
of  the  Company  in  which  dividend  the  shares  to  be  delivered  in 
exchange  for  the  Bond  so  converted  will  not  be  entitled  to  partici- 
pate, an  additional  amount  which,  at  the  current  rate  of  dividend 
upon  the  common  stock  of  the  Company,  will  equal  the  dividend 
accruing  upon  the  stock  delivered  in  exchange  for  the  Bond  so  con- 
verted from  such  date  of  conversion  to  the  date  fixed  for  the  pay- 
ment of  the  dividend  accruing;  and,  except  when  the  conversion 
shall  occur  between  the  dates  aforesaid,  the  holder  or  registered 
owner  of  the  Bond  so  converted  shall,  at  the  same  time,  pay  to  the 
Company  an  equal  amount  which  at  the  current  rate  of  dividends 
will  equal  the  dividend  upon  the  stock  delivered  in  exchange  for 
the  Bond  so  converted,  from  the  date  upon  which  the  last  dividend 
upon  the  common  stock  of  the  Company  was  paid  to  the  date  of 
conversion,  provided  that  quarterly  dividends  shall  have  been 
declared  or  paid  upon  the  common  stock  of  the  Company  for 
at  least  six  months  preceding  such  date  of  conversion.  The  last 
regular  dividend  declared  by  the  Company  upon  its  common 
stock  (exclusive  of  stock  dividends  and  other  extraordinary  divi- 
dends of  every  character)  within  six  months  prior  to  the  date  of 
conversion  shall  be  deemed  and  taken  to  determine  the  current 
rate  of  dividends  within  the  meaning  of  this  Indenture.  The 
date  of  the  conversion  and  the  time  when  the  conversion  shall 
occur  shall  be  deemed  to  be  the  date  and  time  when  the  certificates 
for  common  stock  which  shall  be  deliverable  on  such  conversion 
shall  be  issued. 


29 


ARTICLE  SIX 
Sections  5,  6,  7. 


Section  5.  The  Company  covenants  and  agrees  that  from  stockna"or 1 conver- 
time  to  time  and  in  due  course  it  will  take  and  complete  all  such  slon  requiremenls 
proceedings  as  may  be  necessary  or  proper  for  the  issue  and 
delivery  of  its  common  stock  in  such  amounts  as  may  be  neces- 
sary to  provide  for  the  conversion  of  the  Bonds  into  said  common 
stock  in  accordance  with  the  terms  and  provisions  of  this  Inden- 
ture and  of  the  Bonds. 


Section  6.  Upon  the  conversion  of  any  Bond  into  common  ®°rn  conversin' 

stock  as  hereinbefore  provided,  the  Company  forthwith  shall  cancel  be  cancelleii 
the  surrendered  Bond  and  all  unmatured  coupons  thereto  apper- 
taining and  shall  exhibit  the  same  so  cancelled  to  the  Trustee; 
thereupon  said  Bond  shall  be  deemed  to  be  and  shall  be  satisfied 
and  discharged  and  no  Bond  in  place  thereof  shall  be  issued  by 
the  Company  or  be  authenticated  or  delivered  by  the  Trustee. 


Section  7.  In  case  at  any  time  while  any  of  the  Bonds  issued 
hereunder  remain  outstanding  the  Company  shall  sell  or  offer  or 
determine  to  sell  or  offer  for  subscription  any  shares  of  its  common 
stock,  in  addition  to  the  450,000  shares  thereof  authorized  at  the 
date  of  this  Indenture,  at  a price  less  than  $77.  per  share,  it  will, 
prior  to  the  actual  sale  or  delivery  or  issuance  or  allotment  of  any 
such  shares,  offer  to  the  holders  of  the  Bonds  issued  hereunder  then 
outstanding,  and  to  each  of  them,  by  notice  published  daily — 
except  Sundays — for  at  least  two  consecutive  weeks  in  at  least  one 
daily  newspaper  of  general  circulation  published  in  the  City  of 
New  York  and  in  at  least  one  daily  newspaper  of  general  circula- 
tion published  in  the  City  of  Chicago,  a reasonable  opportunity 
and  the  right  to  convert  the  Bonds  issued  hereunder  and  then 
outstanding  into  shares  of  the  common  stock  of  the  Company 
(provided  election  so  to  do  shall  be  made  in  writing  and  the  Bonds 
to  be  converted  shall  be  surrendered  as  provided  in  Section  1 
of  this  Article  within  thirty  days  after  the  last  publication  of  said 
notice),  each  such  Bond  being  receivable  for  the  purposes  of  any 
conversion  to  be  made  as  provided  in  this  Section  at  its  face  amount 
and  the  stock  of  the  Company  being  issuable  in  exchange  therefor 
at  the  price  per  share  at  which  such  offer  of  its  stock  for  sub- 
cription  or  sale  shall  shall  be  made  by  the  Company  or  at  which 


Right  to  convert 
bonds  into  sub- 
sequently author- 
ized common  stock, 
sold  or  offered  by 
Company  at  price 
less  than  $77 
per  share ; 


— notice  to 
bondholders. 


Rate  of  conversion. 


ARTICLE  SIX 
Section  7. 


30 


Contents  of  notice. 


Company  to  have 
right  to  purchase 
fractions  of  shares 
at  conversion  price. 


Company  to  deliver 
full  shares  where 
aggregate  fractions 
equal  full  shares. 


— excess  fractions 
to  be  purchased 
by  Company  at 
conversion  price. 


No  right  to  convert 
bonds  into  stock 
issued  in  exchange 
for  property ; 


the  Company  shall  have  determined  or  contracted  to  sell  or  shall 
have  sold  any  of  its  common  stock.  Such  notice  shall  specify  the 
rate  at  which,  and  the  place  where,  such  conversion  can  be  made 
and  the  period  within  which  notice  of  election  to  convert  must  be 
given  and  the  Bonds  to  be  converted  must  be  surrendered.  In 
every  case  in  which  notice  of  such  election  to  convert  shall  be 
given  and  any  of  the  Bonds  shall  be  deposited  as  permitted  by 
such  notice,  the  Company  will  forthwith  take  all  requisite  measures, 
whether  required  by  law  or  otherwise,  to  provide  the  stock  necessary 
for  the  conversion  of  the  Bonds  so  surrendered  and  as  to  which 
such  election  shall  have  been  exercised,  and  will  issue  its  stock  in 
exchange  for  the  Bonds  so  surrendered  at  the  rate  aforesaid. 
Every  such  conversion  shall  be  subject  to  and  governed  by  the 
regulations  and  provisions,  generally,  as  to  the  effect  of  notices 
of  election,  the  surrender  of  Bonds,  the  delivery  of  stock  certifi- 
cates, the  adjustment  of  interest  and  dividends,  and  all  other 
matters  connected  with  the  conversion  of  Bonds  into  stock  con- 
tained in  the  foregoing  Sections  of  this  Article.  In  case  any 
fraction  of  a share  of  said  common  stock  shall  be  deliverable 
upon  any  such  conversion,  the  Company  shall  have  the  right  to, 
and  shall,  purchase  it  at  the  then  conversion  price.  In  case  the 
aggregate  fractions  of  shares  represented  by  any  Bonds  surren- 
dered for  conversion  shall  equal  one  or  more  full  shares  of  said 
stock,  the  holder  or  registered  owner  of  such  surrendered  Bonds 
shall  be  entitled  to  receive,  and  the  Company  shall  deliver  to  him, 
one  or  more  certificates  representing  such  full  share  or  shares  of 
said  common  stock  accordingly,  and  the  Company  shall  have  the 
right  to,  and  shall,  purchase  from  the  holder  or  registered  owner 
of  said  surrendered  Bonds  the  excess  fraction  of  a share,  if  any, 
at  the  then  conversion  price. 

The  foregoing  provisions  of  this  Section  shall  not,  however, 
apply  to,  or  in,  any  case  in  which  the  Company  shall  issue 
its  common  stock  in  exchange  for  property  or  for  stock,  bonds, 
notes,  or  other  securities  issued  by  any  other  corporation  the 
property  whereof  shall  be  necessary  or  appropriate  and  desirable 
for  use  in  or  in  connection  with  the  business  of  the  Company, 
although  the  common  stock  so  issued  shall  be  issued  at  a 


ARTICLE  SIX— Section  7. 

ARTICLE  SEVEN— Section  1. 
31 

valuation  of  less  than  $77.  per  share,  provided  only  that  the 
value  at  which  such  property  or  securities  shall  be  taken  and 
the  rate  at  which  such  common  stock  shall  be  issued  therefor  shall 
be  fixed  by  the  Board  of  Directors  of  the  Company  as  nearly  as  is 
reasonably  practicable  at  the  true  value  of  said  property  and  at 
the  actual  rate  at  which  such  stock  would,  at  the  time  being,  be 
saleable  for  cash  in  like  amounts ; and  in  any  case  of  such  exchange 
of  common  stock  for  property  or  securities,  no  right  to  convert 
Bonds  issued  hereunder  into  stock  in  the  Company  upon  any  terms 
other  than  those  prescribed  in  Section  1 of  this  Article  shall  arise 
on  account  of  the  issuance  of  such  stock. 

ARTICLE  SEVEN. 

Remedies  op  Trustee  and  Bondholders. 

Section  1.  If  one  or  more  of  the  following  events,  herein 
called  events  of  default,  shall  happen,  that  is  to  say: 

(a)  default  shall  be  made  in  the  payment  of  any  instal- 
ment of  interest  on  any  of  the  Bonds,  when  and  as  the 
same  shall  become  due  and  payable,  and  such  default  shall 
have  continued  for  the  period  of  sixty  days; 

(b)  default  shall  be  made  in  the  payment  of  any  instal- 
ment of  the  sinking  fund  hereinbefore  provided  for,  and 
such  default  shall  have  continued  for  the  period  of  sixty 
days; 

(c)  default  shall  be  made  in  the  observance  or  per- 
formance of  any  other  of  the  covenants  of  this  Indenture, 
and  such  default  shall  have  continued  for  the  period  of 
sixty  days  after  written  notice  from  the  Trustee,  specifying 
such  default  and  requiring  the  same  to  be  remedied,  shall 
have  been  given  to  the  Company  and  not  be  made  good 
or  secured  to  the  satisfaction  of  the  Trustee  or  provision, 
deemed  by  the  Trustee  to  be  adequate,  made  therefor; 

( d ) default  shall  be  made  (in  case  the  Company  shall 
have  acquired  the  property  and  assets  of  Matthews- 
Blackwell,  Ltd.,  successor  to  Matthews-Laing,  Ltd.)  in  the 


— provided  value 
of  property  fixed 
at  true  value  and 
value  of  stock 
fixed  at  market 
price. 


Events  of  default: 


— non-payment  of 
interest  on  the 
bonds ; 


— non-payment  of 
instalment  of  sink- 
ing fund; 


— non-observance  of 
covenants; 


— non-payment  of 
Matthews-Laing, 
Ltd.,  bonds; 


ARTICLE  SEVEN 
Section  1. 


32 


— adjudication  of 
bankruptcy  or 
appointment  of  a 
receiver; 


— voluntary  bank- 
ruptcy or  assign- 
ment for  creditors. 


payment  of  the  principal  of,  or  any  instalment  of  interest 
on,  any  of  the  said  Six  Per  Cent.  Twenty-Year  Bonds  of 
Matthews-Laing,  Ltd.,  when  and  as  said  interest  shall 
become  due  and  payable,  and  such  default  shall  have 
continued  for  the  period  of  thirty  days; 

(e)  by  the  decree  of  a court  of  competent  jurisdiction, 
the  Company  shall  be  adjudicated  a bankrupt,  or,  by  order 
of  such  court,  a receiver  shall  be  appointed  of  the  property 
of  the  Company,  and  by  such  decree  or  order  shall  have 
continued  in  effect  for  the  period  of  thirty  days; 

(/)  the  Company  shall  file  a petition  in  voluntary 
bankruptcy,  or  shall  make  an  assignment  for  the  benefit 
of  creditors, 


Declaration  of 
maturity  of  bonds. 


Waiver  of  default. 


then  and  in  each  and  every  such  case,  during  the  continuance  of 
such  event  of  default,  the  Trustee  may,  and  upon  the  written . re- 
quest of  the  holders  or  registered  owners  of  a majority  in  amount  of 
the  Bonds  then  outstanding  shall,  declare  the  principal  of  all  the 
Bonds  then  outstanding  (if  not  then  due  and  payable)  to  be  due 
and  payable,  and  upon  any  such  declaration  the  same  shall  become 
and  be  immediately  due  and  payable. 

This  provision,  however,  is  subject  to  the  condition  that  if 
at  any  time  after  the  principal  of  the  Bonds  shall  have  so  become 
due  and  payable,  and  prior  to  the  date  of  maturity  thereof  stated 
in  the  Bonds,  all  arrears  of  interest,  if  any,  upon  all  the  Bonds 
(with  interest  at  the  rate  of  six  per  cent,  per  annum  on  any 
overdue  coupons),  and  the  expenses  of  the  Trustee,  shall  be  paid 
by  the  Company,  and  every  other  default  in  the  observance  or 
performance  of  any  covenant  or  condition  of  the  Bonds  or  of 
this  Indenture  shall  be  made  good  or  be  secured  to  the  satisfac- 
tion of  the  Trustee,  or  provision  deemed  by  the  Trustee  to  be  ade- 
quate shall  be  made  therefor,  then  and  in  every  such  case  the 
holders  or  registered  owners  of  a majority  in  amount  of  the  Bonds 
then  outstanding,  by  written  notice  to  the  Company  and  to  the 
Trustee,  may  waive  the  default  by  reason  of  which  the  principal 
of  the  Bonds  shall  have  so  become  due  and  payable,  and  may 
rescind  and  annul  such  declaration  and  its  consequences;  but  no 


33 


ARTICLE  SEVEN 
Sections  1,  2,  3. 


such  waiver,  rescission  or  annulment  shall  extend  to  or  affect  any 
subsequent  default  or  impair  any  right  consequent  thereon. 


Section  2.  In  case  °n  default 

(1)  default  shall  be  made  in  the  payment  of  any  instal-  ~pa,^_ent  of 
ment  of  interest  on  any  of  the  Bonds  at  any  time  out- 
standing under  this  Indenture,  and  such  default  shall 
have  continued  for  a period  of  sixty  days;  or 


(2)  default  shall  be  made  in  the  payment  of  the  prin- 
cipal of  any  of  the  Bonds,  when  and  as  same  shall  become 
payable,  whether  at  maturity  or  by  declaration  or  other- 
wise, 


then,  upon  demand  of  the  Trustee,  the  Company  will  pay  to  the  — companyycove- 
Trustee  for  the  benefit  of  the  holders  and  registered  owners  of  the  whole  amount  •’ 
Bonds  and  coupons  issued  hereunder  and  then  outstanding,  the 
whole  amount  which  then  shall  have  become  due  and  payable  on 
all  such  Bonds  and  coupons  then  outstanding  for  interest  or  prin- 
cipal or  both,  as  the  case  may  be,  with  interest  at  the  rate  of  six 
per  cent,  per  annum  upon  the  overdue  Bonds  and  overdue  coupons ; 
and  in  addition  thereto  such  further  amount  as  shall  be  sufficient 
to  cover  the  cost  and  expenses  of  collection,  including  a reason- 
able compensation  to  the  Trustee,  its  agents,  attorneys  and  counsel 
and  any  expenses  or  liabilities  incurred  by  the  Trustee  hereunder. 

Until  such  demand  shall  be  made  by  the  Trustee,  the  Company  may 
pay  the  principal  and  interest  of  the  Bonds  to  the  holders  and 
registered  owners  thereof,  and  shall  not  be  affected  by  any  notice 
to  the  contrary,  whether  the  Bonds  are  overdue  or  not.  If,  how- 
ever, demand  shall  be  so  made,  payment  of  the  Bonds  or  of  the 
coupons  shall  be  made  thereafter  only  to  the  Trustee. 


Section  3.  In  case  the  Company  shall  fail  forthwith  to  pay  Trustee?  may  sue. 
such  amounts  upon  such  demand,  the  Trustee  in  its  own  name 
and  as  trustee  of  an  express  trust  shall  be  entitled  and  empowered 
to  institute  such  action  or  proceedings  at  law  or  in  equity  as  may 
be  advised  by  counsel  for  the  collection  of  the  sums  so  due  and 
unpaid,  and  may  prosecute  any  such  action  or  proceedings  to 
judgment  or  final  decree,  and  may  enforce  any  such  judgment  or 


ARTICLE  SEVEN 
Sections  3,  4,  5,  6. 


34 


Trustee  may 
bring  action  with- 
out production  of 
bonds  or  coupons. 


Application  of 
moneys  collected: 


— payment  of  costs 
and  expenses; 


— payment  on  bonds 
and  coupons. 


final  decree  against  the  Company,  and  collect  the  moneys  adjudged 
or  decreed  to  be  payable  out  of  the  property  of  the  Company 
wherever  situated,  in  the  manner  provided  by  law. 

Section  4.  All  rights  of  action  under  this  Indenture  or  under 
any  of  the  Bonds  or  coupons  may  be  enforced  by  the  Trustee 
without  the  possession  of  any  of  the  Bonds  or  coupons  or  the 
production  thereof  on  any  trial  or  other  proceedings  relative 
thereto,  and  any  such  suit  or  proceedings  instituted  by  the  Trus- 
tee shall  be  brought  in  its  name  as  Trustee  and  any  recovery  of 
judgment  shall  be  for  the  ratable  benefit  of  the  holders  or  regis- 
tered owners  of  the  Bonds  and  coupons. 

Section  5.  Any  moneys  collected  by  the  Trustee  under  this 
Article  Seven  shall  be  applied  by  the  Trustee  as  follows: 

First.  To  the  payment  of  costs  and  expenses,  including 
a reasonable  compensation  to  the  Trustee,  its  agents,  attor- 
neys and  counsel,  and  of  all  expenses,  liabilities  and  ad- 
vances incurred  or  made  by  the  Trustee  hereunder. 

Second.  To  the  payment  of  the  amounts  then  due  and 
unpaid  upon  the  Bonds  and  coupons  in  respect  of  which 
such  moneys  shall  have  been  collected,  ratably  and  without 
preference  or  priority  of  any  kind,  according  to  the  amounts 
due  and  payable  upon  such  Bonds  and  coupons,  respec- 
tively, at  the  date  fixed  by  the  Trustee  for  the  distribution 
of  such  moneys,  upon  presentation  of  the  several  Bonds 
and  coupons  and  stamping  thereon  the  payment,  if  only 
partially  paid,  and  upon  the  surrender  and  cancellation 
thereof,  if  fully  paid. 


Majority  of  bond- 
holders may  require 
waiver  of  any 
default  except 


— in  covenant 
for  conversion; 


— in  payment 
of  principal; 


Section  6.  The  Trustee  shall,  upon  the  written  request  of 
the  holders  or  registered  owners  of  a majority  in  amount  of  the 
Bonds  at  any  time  outstanding  hereunder,  waive  any  default  here- 
under and  its  consequences,  except  (1)  a default  in  the  covenants 
contained  in  Article  Six  of  this  Indenture  providing  for  the  con- 
version of  Bonds  into  common  stock  of  the  Company  and  (2)  a 
default  in  the  payment  of  the  principal  of  the  Bonds  at  the  date  of 
maturity  expressed  therein,  and  except  (3)  a default  in  the  pay- 


35 


ARTICLE  SEVEN 
Sections  6,  7. 


ment  of  interest  on  the  Bonds  unless,  prior  to  such  waiver,  all  ~{£re!j£: TnieL  °f 
arrears  of  interest,  with  interest  at  the  rate  of  six  per  cent,  per  arrears0  pafd.ver  a" 
annum  on  overdue  instalments  of  interest,  and  all  expenses  of  the 
Trustee  shall  have  been  paid  by  the  Company  or  shall  have  been 
provided  for  by  a deposit  with  the  Trustee  of  a sum  sufficient  to 
pay  the  same.  In  case  of  any  such  waiver,  or  in  case  any  proceed- 
ings taken  on  account  of  any  such  default  shall  have  been  discon- 
tinued or  abandoned  or  determined  adversely  to  the  Trustee,  then 
and  in  every  such  case,  the  Company,  the  Trustee  and  the  holders 
and  registered  owners  of  the  Bonds  shall  be  restored  to  their  former 
positions  and  rights  hereunder  respectively,  but  no  such  waiver 
shall  extend  to  any  subsequent  or  other  default  or  impair  any 
right  consequent  thereon. 


Section  7.  In  order  to  promote  and  to  protect  the  equal 
ratable  rights  of  every  holder  or  registered  owner  of  the  Bonds  to 
be  issued  under  this  Indenture,  and  to  avoid  multiplicity  of  suits, 
it  is  expressly  covenanted  and  agreed  that,  except  as  is  herein- 
after provided  in  respect  of  the  right  of  conversion  thereof,  all 
the  Bonds  issued  hereunder  are  subject  to  the  condition  that  all 
rights  of  action  thereon,  or  in  respect  thereof,  or  on  or  in  respect 
of  the  coupons  thereto  appertaining,  are  vested  exclusively  in  the 
Trustee  under  this  Indenture,  and  that  no  holder  or  registered 
owner  of  any  Bond,  or  of  any  coupon  appertaining  thereto,  shall 
have  any  right  to  institute  any  action  at  law  or  in  equity  upon  the 
Bonds  or  any  of  the  appurtenant  coupons,  or  growing  out  of  any 
provision  thereof,  or  of  this  Indenture,  or  for  the  enforcement  of 
this  Indenture,  unless  and  until  the  Trustee  shall  refuse  and  neglect 
to  institute  proper  proceedings  by  way  of  remedy  within  a reason- 
able time  after  request  of  the  holders  or  registered  owners  of  one- 
fourth  in  amount  of  the  Bonds  then  outstanding,  filed  with  the 
Trustee,  with  offer  of  reasonable  indemnity ; and  any  recovery  in 
any  action  or  proceeding  instituted  by  the  holder  or  registered 
owner  of  any  Bonds,  or  by  the  holder  of  any  appurtenant  coupon, 
shall  be  for  the  equal  pro  rata  benefit  of  all  outstanding  Bonds 
similarly  situated;  provided,  however,  that  nothing  herein  con- 
tained shall  affect  the  right  of  the  holder  or  registered  owner  of 


Trustee  only,  to 
have  right  of 


— unless  Trustee 
refuses  to  bring 
action ; 


— exception  in  case 
of  action  for  pay- 
ment of  bonds 
matured ; 


ARTICLE  SEVEN 
Sections  7,  8,  9,  10. 


36 


— except  In  case  of 
action  to  enforce 
right  of  conversion. 


any  Bond  to  enforce  payment  thereof  at  and  after  the  date  of 
maturity  in  said  Bond  expressed;  and  provided,  further,  that  the 
holder  or  registered  owner  of  any  Bond,  without  reference  to,  or 
the  consent  of,  either  the  Trustee  or  the  holder  or  registered  owner 
of  any  other  Bond,  may,  in  his  own  behalf  and  for  his  own  benefit, 
enforce,  and  may  institute  and  maintain  any  proceedings  suitable 
to  enforce,  his  right  to  convert  his  Bond  into  the  common  stock 
of  the  Company  in  accordance  with  the  provisions  of  Article  Six 
of  this  Indenture. 


Delay  not  a waiver 
of  default. 


Parties  having 
rights  under 
Indenture. 


Obligations  under 
Indenture  and 
Bonds  are  solely 
corporate. 


Section  8.  No  delay  or  omission  of  the  Trustee,  or  of  any 
holder  or  registered  owner  of  Bonds,  to  exercise  any  right  or  power 
accruing  upon  any  default,  occurring  and  continuing  as  aforesaid, 
shall  impair  any  such  right  or  power,  or  shall  be  construed  to  be  a 
waiver  of  any  such  default  or  an  acquiescence  therein;  and  every 
power  and  remedy  given  by  this  Indenture  to  the  Trustee  or  to  the 
holders  and  registered  owners  of  Bonds  may  be  exercised  from  time 
to  time  and  as  often  as  may  be  deemed  expedient  by  it  or  by  them. 

Section  9.  Nothing  in  this  Indenture,  expressed  or  implied, 
is  intended  or  shall  be  construed  to  confer  upon,  or  to  give  to  any 
person  or  corporation  other  than  the  parties  hereto  and  the  holders 
and  registered  owners  of  the  Bonds  and  the  appurtenant  coupons, 
any  right,  remedy  or  claim,  under  or  by  reason  of  this  Indenture  or 
any  covenant,  condition  or  stipulation  hereof;  and  all  the  cove- 
nants, stipulations,  promises  and  agreements  in  this  Indenture  con- 
tained shall  be  for  the  sole  and  exclusive  benefit  of  the  parties 
hereto  and  their  successors,  and  of  the  holders  and  registered  own- 
ers of  the  Bonds  and  coupons. 

Section  10.  No  recourse  under  or  upon  any  obligation,  cove- 
nant or  agreement  of  this  Indenture  or  of  any  Bond  or  coupon, 
or  because  of  the  creation  of  any  indebtedness  represented  by  the 
Bonds  or  coupons,  shall  be  had  against  any  stockholder,  officer  or 
director  of  the  Company,  or  of  any  successor  corporation,  as  such, 
either  directly  or  through  the  Company,  or  such  successor  corpora- 
tion, by  the  enforcement  of  any  assessment  or  by  any  legal  or 
equitable  proceeding  by  virtue  of  any  constitutional  provision, 
statute  or  rule  of  law  or  otherwise.  This  Indenture  and  the  Bonds 


ARTICLE  SEVEN— Sections  10,  11. 

ARTICLE  EIGHT— Section  1. 

37 

and  coupons  are  solely  corporate  obligations,  and  no  personal  lia- 
bility whatever  shall  attach  to,  or  be  incurred  by,  the  stockholders, 
or  any  officers  or  directors  of  the  Company,  or  of  any  successor 
corporation,  as  such,  or  any  of  them,  because  of  the  incurring  of 
the  indebtedness  hereby  authorized  or  under  or  by  reason  of  any 
of  the  obligations,  covenants  or  agreements  contained  in  this  Inden- 
ture or  in  any  of  the  Bonds  or  coupons  or  implied  therefrom;  and 
any  and  all  personal  liability  of  any  such  stockholder,  officer  or 
director,  as  such,  whether  arising  at  common  law  or  in  equity, 
or  created  by  statute  or  constitution,  is  waived  as  a condition  of, 
and  as  a part  of  the  consideration  for,  the  execution  and  delivery 
of  this  Indenture  and  the  issue  of  the  Bonds  and  coupons. 

Section  11.  The  Company  will  not  at  any  time  insist  upon,  or  stayri<?rh ‘extension 
plead,  or  in  any  manner  whatever  claim  or  take  the  benefit  or  laws' 
advantage  of,  any  stay  or  extension  law  wherever  enacted,  now  or 
at  any  time  hereafter  in  force,  which  may  affect  the  covenants 
and  terms  of  performance  of  this  Indenture;  and  the  Company 
hereby  expressly  waives  all  benefit  or  advantage  of  any  such  law 
or  laws,  and  covenants  that  it  will  not  hinder,  delay  or  impede 
the  execution  of  any  power  herein  granted  and  delegated  to  the 
Trustee,  but  will  suffer  and  permit  the  execution  of  every  power 
as  though  no  such  law  or  laws  had  been  made  or  enacted. 


ARTICLE  EIGHT. 

Concerning  the  Trustee. 

Section  1.  The  Trustee  accepts  the  trusts  of  this  Indenture  conditions  accept- 
and  agrees  to  execute  them  upon  the  following  terms  and  condi-  ance  °f  trust: 
tions,  to  which  the  parties  hereto  and  the  holders  and  registered 
owners  of  the  Bonds  agree: 

The  Trustee  shall  be  entitled  to  reasonable  compen-  — compensation  of 
sation  for  all  services  rendered  by  it  in  the  execution  of  Trustee’ 
the  trusts  hereby  created,  and  such  compensation,  as  well 
as  the  reasonable  compensation  of  its  counsel  and  of  such 
persons  as  it  may  employ  in  the  administration  or  manage- 


ARTICLE  EIGHT 
Section  1. 


38 


— may  assume  no 
default  exists 
until  notlfled; 


— not  required  to 
act  unless 
indemnified ; 


— not  required  to 
act  unless  re- 
quested by  25%  of 
bondholders; 


— discretion 
not  affected; 


— protected  in  act- 
ing upon  authority 
believed  to  be 
genuine ; 


— not  liable  except 
for  wilful  miscon- 
duct or  gross 
negligence: 


ment  of  the  trust,  and  all  other  reasonable  expenses  neces- 
sarily incurred  and  actually  disbursed  hereunder,  the  Com- 
pany agrees  to  pay. 

Unless  and  until  the  Trustee  shall  have  received  written 
notice  to  the  contrary  from  the  holders  or  registered  owners 
of  not  less  than  twenty-five  per  cent,  in  amount  of  the  Bonds 
at  the  time  outstanding,  the  Trustee  may,  for  all  the  pur- 
poses of  this  Indenture,  assume  that  the  Company  is  not  in 
default  under  this  Indenture  and  that  none  of  the  events 
hereinbefore  denominated  events  of  default  has  happened. 

The  Trustee  shall  not  be  under  any  obligation  to  take 
any  action  toward  the  execution  or  enforcement  of  the  trusts 
hereby  created  which,  in  its  opinion,  will  be  likely  to  involve 
it  in  expense  or  liability,  unless  one  or  more  of  the  holders 
or  registered  owners  of  the  Bonds  shall,  as  often  as  required 
by  the  Trustee,  furnish  it  reasonable  security  and  indemnity 
against  such  expense  or  liability;  or  to  take  any  action  in 
respect  of  any  default,  involving  expense  or  liability,  unless 
requested  by  an  instrument  in  writing  signed  by  the  holders 
or  registered  owners  of  not  less  than  twenty-five  per  cent,  in 
amount  of  the  Bonds  at  the  time  outstanding,  and  unless 
tendered  reasonable  security  and  indemnity  as  aforesaid, 
anything  herein  contained  to  the  contrary  notwithstanding; 
but  neither  any  such  notice  or  request,  nor  this  provision 
therefor,  shall  affect  any  discretion  herein  given  to  the 
Trustee  to  determine  whether  or  not  the  Trustee  shall  take 
action  in  respect  to  such  default  or  to  take  action  without 
such  request. 

The  Trustee  shall  incur  no  liability  to  anyone  in  acting 
upon,  or  in  accordance  with,  any  notice,  request,  opinion, 
consent,  certificate,  note,  or  other  instrument  or  paper  be- 
lieved by  it  to  be  genuine  and  to  have  been  signed  or  pre- 
sented by  the  proper  person  or  duly  authorized  or  properly 
made. 

The  Trustee  may  employ  agents  or  attorneys  in  fact, 
and  shall  not  be  answerable  for  the  default  or  misconduct 
of  any  agent  or  attorney  appointed  by  it  in  pursuance 


39 


ARTICLE  EIGHT 
Section  1. 


hereof,  nor  for  anything  whatever  in  connection  with  this 
trust,  except  wilful  misconduct  or  gross  negligence. 

Any  action  by  the  Trustee  upon  the  request  of  any  per- 
son who  at  the  time  is  the  holder  or  registered  owner  of  any 
such  Bonds,  shall  be  conclusive  and  binding  upon  all  future 
holders  or  registered  owners  of  the  same  Bonds. 

This  Indenture  need  not  be  recorded,  registered  or  filed 
by  the  Trustee. 

The  Trustee  may  receive  a certificate  under  the  cor- 
porate seal  of  the  Company  and  signed  by  the  Secretary 
or  an  Assistant  Secretary  of  the  Company  as  sufficient 
evidence  of  the  due  adoption  of  any  resolution  by  the  Board 
of  Directors  or  Executive  Committee  of  the  Company.  The 
Trustee  may  rely  upon,  and  shall  incur  no  liability  for 
any  action  taken  by  it  in  reliance  upon,  any  such  certifi- 
cate or  resolution  so  certified. 

The  Trustee  shall  be  reimbursed  by  the  Company  upon 
demand  for,  and  be  indemnified  against,  any  liability  or 
damages  which  may  be  sustained  by  it  in  the  premises.  The 
Trustee  shall  have  a claim  prior  to  that  of  the  holder  or 
registered  owner  of  any  Bond  or  the  holder  of  any  coupon 
issued  hereunder  for  its  compensation  and  expenses,  and 
also  for  any  liability  or  damage  by  it  sustained  in  the 
premises. 

The  Trustee  makes  no  undertaking  in  respect  of,  and 
shall  not  be  responsible  in  any  manner  whatsoever  for,  the 
validity  or  execution  of  this  Indenture  or  of  any  of  the 
Bonds  issued  hereunder  or  of  the  recitals  herein  or  in  the 
Bonds  contained,  all  such  recitals  being  made  and  to  be 
taken  as  statements  of  the  Company  solely;  nor  shall  the 
Trustee  be  accountable  or  responsible  for  the  use  of  any 
Bonds  authenticated  and  delivered  hereunder,  or  for  the 
application  of  the  proceeds  of  such  Bonds,  or  for  the  per- 
formance or  fulfillment  of  any  covenant  or  agreement  here- 
in provided  to  be  kept  by  the  Company. 

The  Trustee  hereunder  may  from  time  to  time  purchase, 
acquire,  hold,  own  and  deal  in  any  of  the  Bonds  issued  here- 


— action  to  be  con- 
clusive upon 
future  holders; 


— recording,  regis- 
tering and  filing 
unnecessary ; 


— Trustee  may 
accept  as  conclusive 
certificate  under 
corporate  seal; 


— Trustee  to  be  re- 
imbursed and 
indemnified ; 

— to  have  prior  lien 
for  compensation, 
expenses,  and 
damages; 


— limitations  upon 
liability; 


— right  to  deal 
in  bonds; 


ARTICLE  EIGHT 
Sections  1,  2,  3,  4. 


40 


— Trustee  to  pay 
interest  on  moneys 
held  by  it  only 
under  special 
agreement ; 


— protected  In  act- 
ing on  advice 
of  counsel. 


under,  and  assert  its  rights  in  respect  thereof  in  the  same 
manner  as  any  other  holder  of  Bonds  issued  hereunder. 

Any  moneys  received  by  the  Trustee  under  any  provi- 
sion of  this  Indenture,  may  be  treated  by  it,  until  it  is 
required  to  pay  out  the  same  conformably  herewith,  as  a 
general  deposit,  without  any  liability  for  interest,  save  as 
may  be  agreed  upon  from  time  to  time  between  the  Com- 
pany and  the  Trustee. 

The  Trustee  may  advise  with  legal  counsel  and  shall 
be  protected  in  respect  of  any  action  under  this  Indenture 
taken  in  good  faith  by  the  Trustee  in  accordance  with  the 
opinion  of  counsel. 


aftUertegivTna/  notif"  Section  2.  The  Trustee  may  resign,  and  be  discharged  from 
the  trusts  created  by  this  Indenture,  by  giving  to  the  Company 
notice  in  writing,  and  to  the  holders  of  the  Bonds  notice  by 
publication,  of  such  resignation,  specifying  a date  when  such 
resignation  shall  take  effect,  which  notice  shall  be  published  at 
least  once,  not  less  than  thirty  days  nor  more  than  sixty  days, 
prior  to  the  date  so  specified,  in  a daily  newspaper  of  general 
circulation  published  in  the  Borough  of  Manhattan,  in  the  City 
of  New  York.  Such  resignation  shall  take  effect  on  the  day 
specified  in  such  notice,  unless  previously  a successor  trustee  shall 
be  appointed  as  hereinafter  provided,  in  which  event  such  resigna- 
tion shall  take  effect  immediately  upon  the  appointment  of  such 
successor  trustee. 


Section  3.  Any  trustee  hereunder  may  be  removed  at  any 
time  by  an  instrument  or  concurrent  instruments  filed  with  the 
Trustee  and  executed  by  the  holders  or  registered  owners  of  three- 
fourths  in  amount  of  the  Bonds  at  the  time  outstanding. 


Appointment  of 
successor  Trustee: 
— by  bondholders: 


— by  Company. 


Section  4.  In  case  at  any  time  the  Trustee  shall  resign  or 
shall  be  removed  or  otherwise  shall  become  incapable  of  acting, 
a successor  may  be  appointed  by  the  holders  or  registered  owners  of 
a majority  in  amount  of  the  Bonds  at  the  time  outstanding,  by  an 
instrument  or  concurrent  instruments  signed  by  such  holders  and 
registered  owners,  or  their  attorneys  in  fact  thereunto  duly  author- 
ized; but  until  a new  trustee  shall  be  appointed  by  the  holders 


41 


ARTICLE  EIGHT 
Sections  4,  5,  6. 


and  registered  owners  of  the  Bonds  as  herein  authorized,  the 
Company  by  an  instrument  executed  under  its  corporate  seal  by 
order  of  its  Board  of  Directors,  may  appoint  a trustee  to  fill  such 
vacancy.  Every  such  successor  trustee,  whether  appointed  by  the 
holders  and  registered  owners  of  the  Bonds  or  by  the  Company 
shall  always  be  a trust  company  having  an  office  in  the  Borough 
of  Manhattan,  in  the  City  of  New  York,  and  having  a capital  and 
surplus  aggregating  at  least  two  million  dollars.  After  any  such 
appointment  by  the  Company,  it  shall  cause  notice  of  such  ap- 
pointment to  be  published  once  a week  in  each  of  four  successive 
weeks  in  two  daily  newspapers  of  general  circulation  published  in 
said  Borough  of  Manhattan;  but  any  new  trustee  so  appointed  by 
the  Company  shall  immediately  and  without  further  act  be  super- 
seded by  a trustee  appointed,  in  the  manner  above  provided,  by 
the  holders  or  registered  owners  of  a majority  in  amount  of  the 
Bonds  at  the  time  outstanding,  provided  that  such  appointment  be 
made  prior  to  the  expiration  of  one  year  from  the  date  of  the 
first  publication  of  such  notice. 

Section  5.  Any  successor  trustee  appointed  hereunder  shall 
execute,  acknowledge  and  deliver  to  the  Company  an  instrument 
accepting  such  appointment  hereunder,  and  thereupon  such  suc- 
cessor trustee,  without  any  further  act,  deed  or  conveyance,  shall 
become  vested  with  all  the  rights,  powers,  trusts,  duties  and  obli- 
gations of  its  predecessor  in  the  trusts  hereunder,  with  like  effect 
as  if  originally  named  as  trustee  hereunder;  but,  nevertheless,  on 
the  written  request  of  the  Company  or  of  the  successor  trustee,  the 
trustee  ceasing  to  act  shall  execute  and  deliver  an  instrument 
transferring  to  such  successor  trustee  upon  the  trusts  herein  ex- 
pressed all  the  rights,  powers  and  trusts  of  the  trustee  so  ceasing 
to  act.  Upon  request  of  such  successor  trustee,  the  Company 
shall  execute  and  deliver  such  instruments  as  may  reasonably  be 
required  for  more  fully  and  certainly  vesting  in  and  confirming 
to  such  successor  trustee  all  such  rights,  powers,  trusts,  duties  and 
obligations.  All  instruments  herein  provided  for  shall  be  at  the 
cost  of  the  Company. 

Section  6.  For  the  purpose  of  this  Article  Eight  the  fact 
of  the  holding  of  Bonds  by  any  holder  and  the  amounts  and  issue 


Qualifications  of 
successor  Trustee. 


Notice  or  appoint- 
ment by  Company. 


Bondholders’  ap- 
pointee to  super- 
sede Company's 
appointee. 


Successor  Trustee 
slia.ll  accept 
appointment  In 
writing:. 


Proof  of  holding, 
amount,  and 
numbers  of  bonds. 


Merger  or  con- 
solidation of 

Trustee  or 
successors. 

ARTICLE  EIGHT— Sections  6,  7,  8. 

ARTICLE  NINE. 

42 

numbers  of  such  Bonds  and  the  date  of  the  holding  of  the  same 
may  be  proved  either  in  the  manner  specified  in  Article  Nine 
hereof  or  by  affidavits  of  the  holders  thereof. 

Section  7.  Any  corporation  into  which  the  Trustee,  or  any 
successor  to  it  in  the  trusts  created  by  this  Indenture,  may  be 
merged,  or  with  which  it,  or  any  such  successor  to  it,  may  be 
consolidated,  or  any  corporation  resulting  from  any  merger  or 
consolidation  to  which  the  Trustee,  or  any  such  successor  to  it, 
shall  be  a party,  provided  such  corporation  shall  be  a corporation 
organized  under  the  laws  of  the  State  of  New  York  and  shall  do 
business  in  the  Borough  of  Manhattan,  in  the  City  of  New  York, 
shall  be  the  successor  trustee  under  this  Indenture,  without  the 
execution  or  filing  of  any  paper  or  any  future  act  on  the  part  of 
any  of  the  parties  hereto,  anything  herein  to  the  contrary  not- 
withstanding. 

Term  ‘'the  Trustee" 
defined. 

Section  8.  The  term,  “the  Trustee,”  whenever  used  in  this 
Indenture,  means  the  trustee  for  the  time  being  under  this  Inden- 
ture, whether  original  or  successor. 

ARTICLE  NINE. 

Form  of  instru- 
ments to  be  executed 
by  bondholders. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority. 

Any  request  or  other  instrument  required  by  this  Indenture 
to  be  signed  and  executed  by  holders  of  Bonds  may  be  in  any 
number  of  concurrent  instruments  of  similar  tenor,  and  may  be 
executed  by  such  holders  in  person,  or  by  an  agent  or  attorney 
appointed  by  an  instrument  in  writing.  Proof  of  the  execution 
of  any  such  request  or  other  instrument,  or  of  a writing  appoint- 
ing any  such  agent  or  attorney,  or  of  the  holding  by  any  person 
of  Bonds,  shall  be  sufficient  for  any  purpose  of  this  Indenture, 
and  shall  be  conclusive  in  favor  of  the  Trustee  with  regard  to 
any  action  taken  by  the  Trustee  under  such  request  or  other 
instrument  or  writing,  if  made  in  the  following  manner,  viz.: 

Proof  of  execution. 

(a)  The  fact  and  date  of  the  execution  by  any  person 
of  any  such  request  or  of  any  other  instrument  or  writing 

43 


ARTICLE  NINE. 
ARTICLE  TEN— Section  1. 


may  be  proved  by  the  certificate  of  any  notary  public  or 
other  officer  authorized  to  take,  either  within  or  without 
the  State  of  New  York,  acknowledgments  of  deeds  to  be 
recorded  in  said  State,  certifying  that  the  persons  signing- 
such  request  or  other  instrument  or  writing  acknowledged 
to  him  the  execution  thereof  or  by  the  affidavit  of  a witness 
to  such  execution; 

(b)  The  amount  of  Bonds  held  by  any  person  execut-  nJmberl adates"«nd 
ing  any  such  request  or  other  instrument  or  writing  as  a ownersh,p  of  bon<ls 
holder  of  Bonds,  and  the  issue  numbers  of  the  Bonds  held 
by  such  person  and  the  date  of  his  holding  the  same,  may 
be  proved  by  a certificate  executed  by  any  trust  company, 
bank,  bankers  or  other  depositary  wheresoever  situated 
whose  certificate  shall  be  deemed  by  the  Trustee  to  be  satis- 
factory, showing  that,  at  the  date  therein  mentioned,  such 
person  had  on  deposit  with  such  depositary,  or  exhibited  to 
such  depositary  the  Bonds  numbered  and  described  in  such 
certificate. 

The  ownership  of  Bonds  registered  as  to  principal  shall  be 
established  solely  by  the  registry  books  of  the  Company. 


ARTICLE  TEN. 


Consolidation,  Merger  and  Sale. 


Section  1.  Nothing  in  this  Indenture  shall  prevent  the  con- 
solidation of  the  Company  with  any  other  corporation,  or  the 
merger  into  the  Company  of  any  other  corporation  or  the  merger 
of  the  Company  into  any  other  corporation,  or  the  sale  by  any  sub- 
sidiary of  its  property  to  the  Company  or  to  another  subsidiary, 
or  the  sale  by  the  Company  of  its  property  as  an  entirety,  provided 
that  as  a condition  of  any  sale  of  the  property  of  the  Company  as 
an  entirety  the  corporation  to  which  such  property  shall  be  sold 
as  an  entirety  shall  as  a part  of  the  purchase  price  thereof  assume 
the  due  and  punctual  payment  of  the  principal  of,  and  interest  on, 
the  Bonds  and  the  performance  of  the  covenants  of  this  Indenture. 


Consolidation 
or  merger. 


Sale  on  condition. 


ARTICLE  TEN— Sections  2,  3,  4. 
ARTICLE  ELEVEN— Section  1. 

44 


lion,  niKi’ifnr.  or 


Term  "Company” 
to  Include  successor 
corporations. 


Company  may 
surrender  powers 
conferred. 


Termination  of 
Indenture  when 
all  bonds  paid 
or  converted. 


Section  2.  In  case  any  corporation  shall  be  consolidated  with 
the  Company  as  aforesaid  or  in  case  the  Company  shall  be  merged 
into  any  other  corporation,  or  in  case  of  the  sale  of  the  property 
of  the  Company  as  an  entirety,  the  corporation  formed  by  such 
consolidation,  or  into  which  the  Company  shall  have  been  merged, 
or  to  which  such  sale  shall  have  been  made,  shall  succeed  to  and 
be  substituted  for  the  Company,  with  the  same  effect  as  if  it  had 
been  named  herein  as  the  party  of  the  first  part  hereto. 

Section  3.  For  every  purpose  of  this  Indenture,  including  the 
execution  of  Bonds,  the  term  “Company”  includes  and  means,  not 
only  Allied  Packers,  Incorporated,  but  also  any  such  successor 
corporation.  Every  such  successor  corporation  shall  possess,  and 
from  time  to  time  may  exercise,  each  and  every  right  and  power 
hereunder  of  Allied  Packers,  Incorporated,  in  its  name  or  other- 
wise, and  any  act  or  proceeding  by  any  provision  of  this  Inden- 
ture required  to  be  done  or  performed  by  any  board,  committee 
or  officer  of  the  Company  may  be  done  and  performed  with  like 
force  and  effect  by  the  like  board,  committee  or  officer  of  any 
corporation  that  shall  at  the  time  be  such  lawful  successor  of 
the  Company. 

Section  4.  Before  the  exercise  of  the  powers  conferred  by  this 
Article  Ten,  the  Company  or  any  such  successor  corporation,  by 
an  instrument  in  writing  executed  by  authority  of  two-thirds  of  its 
board  of  directors  and  delivered  to  the  Trustee,  may  surrender  any 
of  the  powers  reserved  to  the  Company  or  to  such  successor  corpora- 
tion ; and  thereupon  such  power  so  surrendered  shall  terminate. 

ARTICLE  ELEVEN. 

Cancellation  of  This  Indenture. 

Section  1.  If  all  the  Bonds  issued  hereunder,  both  principal 
and  interest,  shall  be  well  and  truly  paid,  or  converted  into  common 
stock  of  the  Company  pursuant  to  the  provisions  of  Article  Six 
hereof,  at  the  times  and  in  the  manner  therein  and  herein  ex- 
pressed, according  to  the  tenor  and  effect  thereof,  this  Indenture 
shall  cease  and  determine,  and  upon  proof  being  given  to  the  rea- 


ARTICLE  ELEVEN 
Sections  1,  2. 

45 

sonable  satisfaction  of  the  Trustee  that  all  the  Bonds  have  been 
paid  or  satisfied,  and  upon  payment  of  the  costs,  charges  and  ex- 
penses incurred  by  the  Trustee  in  relation  thereto,  the  Trustee  shall 
cancel  and  surrender  this  Indenture. 

Section  2.  In  case  any  of  the  Bonds  or  coupons  issued  here-  f0ary™eennetfltt00fTru"te' 
under  shall  not  be  presented  for  payment  when  the  principal  holders, 
thereof  shall  be  due  and  payable,  the  Company  may  at  any  time 
thereafter  pay  to  the  Trustee  for  the  benefit  of  the  holder  or  holders 
thereof  the  amount  of  said  Bonds  and  coupons,  and  thereupon  the 
Trustee  shall  cancel  and  surrender  this  Indenture  in  the  same 
manner  as  if  said  Bonds  and  coupons  had  been  paid.  And  the 
certificate  of  the  President  or  Treasurer  of  the  Company,  or  of  such 
other  officer  thereof  as  the  Trustee  shall  think  proper,  that  certain 
Bonds  and  coupons  in  such  certificate  specified  have  not  been  pre- 
sented for  payment,  shall  be  sufficient  evidence  of  that  fact  to 
authorize  the  Trustee  to  act  under  the  powers  contained  in  this 
Section  2.  Neither  the  Company  nor  the  Trustee  shall  be  re- 
quired to  pay  interest  on  any  moneys  deposited  with  the  Trustee 
as  aforesaid;  and  upon  the  written  request  of  the  Company 
any  such  moneys  remaining  unclaimed  by  the  holders  of 
Bonds  and  coupons  for  six  years  after  the  date  of  such  deposit 
with  the  Trustee  shall  be  paid  by  the  Trustee  to  the  Com- 
pany; provided,  however,  that  the  Trustee,  before  being  required  to 
make  any  such  payment,  may,  at  the  expense  of  the  Company, 
cause  notice  that  said  moneys  have  not  been  so  called  for  and  that 
after  a date  named  therein  they  will  be  returned  to  the  Company 
to  be  published  once  a week  in  each  of  four  successive  weeks  in  a 
daily  newspaper  of  general  circulation  published  in  the  Borough  of 
Manhattan,  in  the  City  of  New  York. 

For  the  purpose  of  identification,  this  Indenture  and  the  Bonds 
issued  hereunder  are  respectively  dated  as  of  the  first  day  of  July, 

1919,  but  this  Indenture  has  been  executed  and  delivered  by 
both  the  parties  hereto  on  June  30th,  1919. 

This  Indenture  may  be  executed  in  several  counterparts,  each 
of  which  shall  be,  and  shall  be  deemed  to  be,  an  original  instru- 
ment. 


46 


Testimonium.  In  Witness  Whereof,  said  Allied  Packers,  Incorporated,  has 

caused  this  Indenture  to  be  signed  in  its  corporate  name  by  its 
President  or  one  of  its  Vice-Presidents  and  its  corporate  seal  to  be 
hereunto  affixed  and  to  be  attested  by  its  Secretary  or  one  of  its 
Assistant  Secretaries,  and  the  Trustee,  in  token  of  its  acceptance  of 
this  trust,  has  caused  this  Indenture  to  be  signed  in  its  corporate 
name  by  one  of  its  Vice-Presidents  and  its  corporate  seal  to  be 
hereunto  affixed,  and  to  be  attested  by  its  Secretary  or  one  of  its 
Assistant  Secretaries,  all  as  of  the  day  and  year  first  above  written. 

Signatures  and  seals.  ALLIED  PACKERS,  INCORPORATED, 

by  John  F.  Keenan 

Vice-President. 

Attest : 

Merl  M.  Scheffey 
Secretary. 

(Corporate  Seal) 


The  Equitable  Trust  Company  of  New  York, 


Attest : 

J.  Y.  Robbins 

Ass’t.  Secretary. 


by  Lyman  Rhoades 

Vice-President. 


(Corporate  Seal) 


47 


State  of  New  York, 

County  of  New  York, 

On  this  30th  day  of  June,  in  the  year  1919,  before  me  per-  Acknowledgments, 
sonally  came  John  F.  Keenan,  to  me  known,  who,  being  by  me 
duly  sworn,  did  depose  and  say  that  he  resides  in  the  Borough  of 
Brooklyn,  City  of  New  York,  in  the  State  of  New  York;  that  he  is 
a Vice-President  of  Allied  Packers,  Incorporated,  one  of  the  cor- 
porations described  in  and  which  executed  the  foregoing  instru- 
ment; that  he  knows  the  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal;  that  it  was  so 
affixed  by  order  of  the  board  of  directors  of  said  corporation;  and 
that  he  signed  his  name  thereto  by  like  order. 

Samuel  Miller 

(Notarial  Seal)  Notary  Public 

New  York  County  No.  131 
New  York  Register  1111 


48 


State  of  New  York,  J 
County  of  New  York,  ^ss” 

Acknowledgments.  On  this  30th  day  of  June,  in  the  year  1919,  before  me  per- 

sonally came  Lyman  Rhoades,  to  me  known,  who,  being  by  me 
duly  sworn,  did  depose  and  say  that  he  resides  in  Sharon,  in  the 
State  of  Connecticut;  that  he  is  a Vice-President  of  The  Equitable 
Trust  Company  of  New  York,  one  of  the  corporations  described  in 
and  which  executed  the  foregoing  instrument;  that  he  knows  the 
seal  of  said  corporation;  that  the  seal  affixed  to  said  instrument  is 
such  corporate  seal;  that  it  was  so  affixed  by  order  of  the  board  of 
trustees  of  said  corporation;  and  that  he  signed  his  name  thereto 
by  like  order. 

Frederick  C.  Moller 

(Notarial  Seal)  Notary  Public,  Richmond  Co.  No.  143. 

Certificate  filed  in  New  York  Co.  No.  267. 

Register’s  Office  No.  1319. 

Term  Expires  March  30,  1921. 

(Internal  Revenue  Stamps  to  the  amount  of  $8,000  were  affixed  to  the 
original  Indenture  retained  by  the  Trustee  and  cancelled.) 


